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HomeMy WebLinkAbout2015-04-14 Workshop & Regular Meeting�' CITY COUNCIL MEETING SIGN IN SIIEET DATE: s� Please sign -in as a record of attendance. All persons desiring to address the council are requested to sign below and fill out an Opinion/Speaker Registration Form. Please hand the Opinion/Speaker Registration Foam to the City Secretary prior to the start of the City Council Meeting. NAME ADDRESS ��'Zoz �S^Z� Y{OUR} HOMETOWN OF ANNA A April 14, 2015 h10TICE - CIL WORK. 6:30 p.m. —Anna City Hall Administration Building The City Council of the City of Anna will meet in Workshop Session at 6:30 p.m., April 14, 2015 at the Anna City Hall Administration Building, located at III N. Powell Parkway (Hwy 5), regarding the following items, 1. Call to Order. 2. Roll Call and Establishment of Quorum. 3. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions, a. consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code 4551.071); b. discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); acquisition of right -of --way, easements, and land for municipal facilities, c. discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). Tex. Gov't Code 4551.087); proposed residential and retail developments; d. discuss or deliberate personnel matters: City Secretary Update; City Attorney annual review. (Tex. Gov't Code &551.074). 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924- 3325 two working days prior to the meeting so that appropriate arrangements can be made. 044445 CC Workshop Meeting Agenda.doc 1 Posted 04-10-15 The council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act, 4. Consider/Discuss/Action on any items listed on posted agenda for• April 14, 2015 City of Anna City Council Regular Meeting orany Closed Session occurring during this Workshop, as necessary. 5. Adjourn. This is to certify that I, Natha Wilkison, City Secretary, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5 *00 p.m., April 10, 2015. Natha Wilkison, City Secretary 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified Linder the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924- 3325 two working days prior to the meeting so that appropriate arrangements can be made. 04-14-15 CC Workshop Meeting Agenda.doc 2 Posted 04-10-15 CITY OF ANNA AGENDA NOTICE —CITY COUNCIL REGULAR MEETING April 1431 2015 7:30 p.m. —Anna City Hall Administration Building The City Council of the City of Anna will meet in Regular Session at 7:30 p.m., April 14, 2015, at the Anna City Hall Administration Building, located at 111 North Powell Parkway (Hwy 5), to consider the following items. Welcome to the City Council Meeting. Please sign the Sign -In -Sheet as a record of attendance. If you wish to speak on an open -session agenda item please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1. Call to Order. 2. Invocation and Pledge of Allegiance. 3. Citizen comments. Citizens are allowed 3 minutes to speak. The Council is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. 4. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924- 3325 two working days prior to the meeting so that appropriate arrangements can be made. 044445 CC Regular Meeting Agenda.doc 1 Posted 04-10-I5 5. Consent Items. These items consist of non -controversial or "housekeeping" items required by laiv. Items may be considered individually by any Council member making such request prior to a motion and vote on the Consent Items. a. Approve City Council Minutes for March 18, 2015. (City Council) b. Approve the "Garcia" Development Plat. (Maurice Schwanke) c. Approve a resolution regarding the City's vote for the re-election of nominees to the Build America Mutual Assurance Company's Board of Directors. (Clayton Fulton) d. Approve resolution approving a Professional Services Agreement with Randall Scott Architects for architectural services. (City Manager) 6. Consider/Discuss/Action regarding a resolution approving a project and related incentive agreement for new economic development with Q Seminole Anna Town Center L.P., the Anna Economic Development Corporation and the Anna Community Development Corporation. (Jessica Perkins) 7. Consider/Discuss/Action approving an ordinance regarding the annexation of a tract of land in the Hiram Brinlee Survey, ABS 0030 generally located north of Foster Crossing Blvd. and on both sides of County Road 419 and adjacent to the city limits, containing approximately 65.2 acres of land more or less. (Maurice Schwanke) 8. Consider/Discuss/Action regarding resolution approving an amendment to an Interlocal Agreement with the City of Melissa for the Clemmons Creek Sewer Line. (City Manager) 9. Consider/Discus/Action regarding a resolution approving a Public Road Crossing License Agreement with Dallas Area Rapid Transit. (City Manager) 10. Consider/Discuss/Action regarding a resolution approving an Amended Subdivision Improvement Agreement with the owners of an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798. (City Manager) 11. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code, 551.071); 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924- 3325 two working days prior to the meeting so that appropriate arrangements can be made. 04-1445 CC Regular Meeting Agenda.doc 2 Posted 04-10-I5 b. discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); acquisition of right-of-way; easements; and land for municipal facilities; c. discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). Tex. Gov't Code 551.087); proposed residential and retail developments; d. discuss or deliberate personnel matters: City Secretary Update; City Attorney annual review. (Tex. Gov't Code §551.074). The council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 12. Consider/Discuss/Action on any items listed on posted agenda for April 14, 2015 Workshop Session or any closed session occurring during this Regular Meeting, as necessary. 13. Adjourn. This is to certify that I, Natha Wilkison, City Secretary, posted this agenda at a place readily accessible to the public at the Anna City all and on the City Hall bulletin board at or before 5:00 p.m. April 10, 2015. Natha Wilkison, City Secretary 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legallyjustified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924- 3325 two working days prior to the meeting so that appropriate arrangements can be made. 04-14-15 CC Regular Meeting Agenda.doc 3 Posted 04-10-15 i CITY OF ANNA,TEXAS AGENDA SUBJECT: Call to order. SUMMARY: STAFF RECOMMENDATION: Item No. I City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits, April 14I 2015 City Manager CITY OF ANNA, TEXAS Item NO. 2 City Secretary's use only City Council Agenda Staff Report Date: April14I2015 Staff Contact: City Manager Exhibits: AGENDA SUBJECT: Invocation and Pledge of Allegiance. SUMMARY: STAFF RECOMMENDATION: CITY OF ANNA, TEXAS AGENDA SUBJECT: Citizen comments. Item No. 3 City Secretary'S use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April 14, Manager 2015 City Citizens are allowed 3 minutes to speak. The Council is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. SUMMARY: STAFF RECOMMENDATION: 1. CITY OF AN NA, TEXAS Item No. 4 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April 14, 2015 City Manager AGENDA SUBJECT: Receive reports from Staff or the City Council about items of community interest. Items of community interest include expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. SUMMARY: STAFF RECOMMENDATION: CITY OF AN NA, TEXAS Item No. 5 ta_d) City Secretary's use only City COunal Agenda Staff Report Date: Staff Contact: Exhibits: April 14, 2015 City Manager AGENDA SUBJECT: Consent Items. These items consists of non -controversial or "housekeeping" items required by law. Items may be considered individually by any Council Member making such request prior to motion and vote on the Consent Items. SUMMARY: a. Approve City Council Minutes for March 18, 2015. (City Council) b. Approve the "Garcia" Development Plat. (Maurice Schwanke) c. Approve a resolution regarding the City's vote for the re-election of nominees to the Build America Mutual Assurance Company's Board of Directors. (Clayton Fulton) d. Approve resolution approving a Professional Services Agreement with Randall Scott Architects for architectural services. (City Manager) STAFF RECOMMENDATION: Staff recommends approval of the consent items. MINUTES OF CITY OF ANNA SPECIAL CITY COUNCIL MEETING March 18, 2015 6:30 P.M. The City Council of the City of Anna met in Special Session on, Wednesday, March 18, 2015, at 6:30 p.m. at the Anna City Hall Administration Building, located at 111 N. Powell Parkway (Hwy 5), Texas to consider the following items. 1. Call to Order. Mayor Mike Crist called the meeting to order at 6:30 pm. 2. Roll call and establishment of quorum. Mayor Mike Crist and Council Member Lauren Lovato, John Beazley, Chad Barnes, Nathan Bryan and dick Dowd were present. Council Member James T. Cook was absent. 3. Invocation and Pledge of Allegiance. Mayor Mike Crist gave the invocation. 4. Briefing related to discussion topics listed on this agenda. (City Manager) Philip Sanders City Manager presented the item to council and answered questions. 5. Public comment and discussion, regarding proposed multi -family development project by Palladium USA. Mayor Crist started the discussion regarding the proposed multi -family development project by Palladium USA and opened the floor for citizen comments. Several residents spoke regarding the development project. Representatives from Palladium USA and Skorburg Company spoke regarding the development project and answered questions from the residents and council. Council Member Barnes made the motion to enter closed session at 8:36 pm. Council Member Bryan seconded the motion. Motion passes. AYE 6 NAY 0 ABSTAIN 0 03-18-15 CC Special Session Minutes.doc 1 03-18-15 6. CLOSED SESSION (EXCEPTIONS): Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §651.087); proposed residential developments; The council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. Council Member Lovato made the motion to return to open session at 9:28 pm. Council Member Bryan seconded the motion. Motion passes. AYE 6 NAY 0 ABSTAIN 0 7. Adjourn. Council Member Barnes made the motion to adjourn at 9:29 pm. Council Member Bryan seconded the motion. Motion passes. AYE 6 NAY 0 ABSTAIN 0 ATTEST: APPROVED: Natha Wilkison, City Secretary Mike Crist, Mayor 03-18-15 CC Special Session Minutes.doc 2 03-18-15 CITY OF AN NA, TEXAS Item No. SUb� City Secretary's use only City COuncil Agenda Staff Report Date: April 14, 2015 Staff Contact: Maurice Schwanke Exhibits: Yes AGENDA SUBJECT: Approve the "Garcia" Development Plat. SUMMARY: The "Garcia Addition" development plat submitted for your review is located in the Anna's Extraterritorial Jurisdiction. The tract is in the W. E. Throckmorton Survey, Abstract No. A0899 and contains approximate 14.50 acres of land. The property is located at 2525 S Central Expressway. The owner(s) are proposing to build several new improvements to complement their existing house on the tract. Please note that a reservation of over 55 feet and a twenty (20) foot water line easement reservation along Hwy 75 have been shown on the plat. This Development Plat is being recommended by the staff for approval. The Planning and Zoning recommended approval of the development plat at their meeting April 6th, 2015. The vote was unanimous STAFF RECOMMENDATION: Approval of the resolution CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE "GARCIA" DEVELOPMENT PLAT GENERALLY LOCATED IN ANNA'S EXTRATERRITORIAL JURISDICTION LOCATED AT 2525 SOUTH CENTRAL EXPRESSWAY AND IS SUBJECT TO THE SUBDIVISION RULES AND REGULATIONS AS SET FORTH IN THIS RESOLUTION. WHEREAS, In order to provide for the orderly development of land within the Anna city limits and extraterritorial jurisdiction, the City Council of the City of Anna, Texas (the "City Council") has adopted Part III -A of the Anna City Code of Ordinances ("Subdivision Regulations"), and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Development Plat The City Council hereby approves the Garcia development plat PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 14th day of April, 2015. ATTEST: Natha Wilkison, City Secretary 1 APPROVED: Mayor, Mike Crist M all It T3 f�jJor jv. w�. _ f _ . rrr to fL It e I L torli�J '� •a.. oz Id, It IF IL aL dd It Ar Ij - �yt , } it I I 1A. It pq (. 3 Inc low t Per f�jIFFF Ilk 0, _tat aa.aw LI ff la F _ t _Is 4f It 1 1 .,: c �. •�It - wat la la eft} J 01 It IF III %. . '•� S •' �I L FM IyI IF if '� !I it €jL oaf f�,.F� l 14 `� ��� _i � -{-� - !-.0'1 Alit •� ' t{ i ��'_ ,_. It yr RL tzt rto « r 4 Y I fyY �r� i ' 7 x�p.•�,t 3 . 4 S IF Ll to It �i s CITY OF ANNA, TEXAS Item No. Dim City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: FYhihil-c April 14, 2015 Clayton Fulton Yes AGENDA SUBJECT: Consider/Discuss/Action regarding the City's vote for the re-election of nominees to the Build America Mutual Assurance Company's Board of Directors SUMMARY: The Build America Mutual Assurance Company "BAM" insured the 2014 CO issued last year. As the City holds debt BAM insures, we are entitled to a vote for officers on their board of directors. On April 28, 2015 the BAM board will meet to fill 2 seats on their board. Both officers currently serve on the board and are nominated for re-election. Both nominees are unopposed. The attached exhibit includes the letter addressed to the City Manager detailing the purpose of the meeting and how to cast our vote. Additionally, BAM's 2013 report and details of the meeting and nominees are included. For ease of reference, the bios on each nominee are provided below: Richard Ravitch, age 81, has been a director since July 2012. Mr. Ravitch is a lawyer, businessman and public official who has been engaged in both the private and public sectors for more than 50 years. He was a partner in Ravitch, Rice & Company, a management -consulting firm. He co-chaired the State Budget Crisis Task Force with former Chairman of the Federal Reserve Paul A. Volcker and has served as Lieutenant Governor of the State of the New York. Earlier he was the Chairman and Chief Executive Officer of HRH Construction Corporation; Chairman of the Metropolitan Transportation Authority; and Chairman of the New York State Urban Development Corporation. After his years of public service for the State of New York, he was Chairman and CEO of the Bowery Savings Bank. Additionally, in 1999, he was Co -Chair of the Millennial Housing Commission, created by Congress to examine the federal government's role in meeting the nation's growing affordable housing challenges, and in 1988, he was the Chairman of the Charter Revision Commission of the City of New York. He holds a B.A. from Columbia College (Phi Beta Kappa) and an L.L.B. from Yale University School of Law. Allan Lewis Waters, age 57, has been a director since July 2012. Mr. Waters was elected Director, President and CEO of Sirius International Insurance Group, Ltd. (formerly White Mountains Re) on March 6, 2007. Mr. Waters was a director of White Mountains Insurance Group, Ltd. ("WTM") from 2003 to 2004 and was re-elected as a director in November 2005. From 1998 to 2007, Mr. Waters was the founder and Managing Member of Mulhenin Capital Advisors, LLC. Mr. Waters formerly served as Senior Vice President and Chief Financial Officer of WTM from 1993 to 1998, as Vice President and Controller from 1990 to 1993, as Vice President of Finance from 1987 to 1990, and as Assistant Vice President of Finance from 1985 to 1987. The City may cast a vote for each nominee in the following form: • For • Against • Abstain Given that both officers are up for re-election and are running unopposed, staff suggests the votes be cast for each candidate. STAFF RECOMMENDATION: Staff recommends that the City Council approve the resolution authorizing the City Manager to vote for Mr. Ravitch and Mr. Waters for the position on the BAM Board. CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO ACT ON THE CITY'S BEHALF IN CASTING A VOTE FOR NOMINEES FOR THE BUILD AMERICA MUTUAL ASSURANCE COMPANY'S BOARD OF DIRECTORS WHEREAS, The Build America Mutual Assurance Company ("BAM") will hold its annual meeting with the Board of Directors (the "Board") to re-elect two nominees to the BAM Board WHEREAS, The City of Anna, Texas (the "City") is entitled to vote for the nominees by virtue of having bonds insured by BAM WHEREAS, The City Council (the "Council") wish to exercise their right to vote for the nominees WHEREAS, The two nominees (the "nominees") have been serving on the board since 2012 and the nominees are running unopposed NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authorization of Engagement The City Council hereby authorizes the City Manager to execute the attached Proxy Card and cCIO t votes in favor of each nominee as directed by the City Council during this meeting held on April 14, 2015. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to cast the City's vote. ATTEST: Natha Wilkison, City Secretary APPROVED: Mike Crist, Mayor Res. PAGE 1 OF 1 March 27, 2015 Philip Sanders City of Anna iii N. Powell Parkway, Anna, TX 75409 Via U.S. Mai! Dear Member: 9 �NX\ Enclosed is the notice for the 2015 Annual Meeting (the "Meeting") of Members of Build America Mutual Assurance Company (`BAM") to be held on April 28, 2015, The detailed information for the Meeting, along with a proxy card, is enclosed. Having issued bonds insured by BAM, the issuer you represent is entitled to cast one or more votes at the Meeting. Membership in BAM does not impose any obligations on an issuer: the premium is fixed for the maturity of any bond insured; the policies are non -assessable (i.e., the issuer cannot get assessed for a default by another insured issuer); and the policy cannot be cancelled, Rather, membership only bestows certain rights to BAM's members, including the right to 0) vote for the Board of Directors and on any other matter properly brought before the membership, (ii) share in any dividends declared by BAM, and (iii) if an insured bond is refunded, receive a credit for a portion of the member surplus contribution made when the insurance was issued. The only agenda item before the membership at the Meeting is the 1•e-election of two nominees to BAM's Board of Directors. The existing Board and management of DAM ask that you take a moment to mark your vote and sign the enclosed proxy card. Given each of the current director's role in the successful second full calendar year of BAM's operations, along with the qualifications of the individual nominees (as summarized in the enclosed material), we believe the Board will continue to increase BAM's presence in, and enhance BAM's benefit to, the municipal bond market. Your signed proxy must be returned to us by April 24, 2015 via (i) mail using the enclosed, prepaid envelope, (ii) email of scanned proxy to GeneralCounsel@buildamerica.com, or (iii) fax to 212 962-1710. BAM looks forward to receiving your proxy and to a successful relationship with its member issuers going forward. If you have any questions, please feel free to contact the undersigned. Sincerely, Michael J. Moriarty Head of Regulatory Oversight & Compliauce mmoriartywbuildamerica.com I (212) 235-2529• Enc. BUILD AMERICA MUTUAL ASSURANCE COMPANY t World Financial Center, 27th Floor � zoo Liberty Streei � NewYork, New York to28t � t 2t2.235.250o f 2t2.96z.2o3o (www.buildamerica.com BUILD AMERICA MUTUAL ASSURANCE COMPANY 200 LIBERTY STREET, 27th FLOOR NEW YORK, NY 10281 NOTICE OF THE ANNUAL MEETING OF MEMBERS TO BE HELD ON APRIL 28, 2015 To the Members of Build America Muhial Assurance Company: NOTICE IS HEREBY GIVEN that the 2015 Annual Meeting (the "Meeting") of Members of Build America Mutual Assurance Company (the "Company") will be held as, and for the purposes, set forth below: Time: 9:00 a.m. on Tuesday, Apri128, 2015 Place: Build America Mutual Assurance Company 200 Liberty Street, 27th Floor New York, NY 10281 Items of Business. 1. To reelect two directors of the Company to hold office as specified in the accompanying Proxy Statement; and 2. To act upon any other matters properly coming before the Meeting or any adjournment or postponement thereof. Record Date: Members of the Company at the close of business on March 3, 2015 are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. A complete list of members entitled to vote at the Meeting will be available for inspection by any member for any purpose germane to the Meeting for ten days before the Meeting during ordinary business hours at the Company's headquarters located at 200 Liberty Street, 27th Floor, New York, NY 10281. Threshold Amount: Pursuant to the Company's by-laws, the Threshold Amount for the Meeting has been determined to be $150,250,000. The number of votes that each member is entitled to cast is determined in the manner set forth under "Voting and Revocability of Proxies" in the accompanying Proxy Statement. Impor taut: In order to avoid additional soliciting expense to the Company, please MARK, SIGN, DATE and MAIL your proxy PROMPTLY in the return envelope provided for receipt in New York by April 24, 2015, even if you plan to attend the Meeting. Proxies are also valid if faxed to 212-96247101 or scanned and emailed to GencralCounselCubuildamerica,com, in either case no later than April 24, 2015. You may attend the Meeting and vote in person if you advise us by April 24, 2015 that you will be attending. Your notice that you will be attending can be sent by fax to 212-9624710, emailed to GeneralCounscl�crbuildamerica.com or mailed to Build America Mutual Assurance Company at the address given above, attention General Counsel, New York, New York March 27, 2015 By order of the Board of Directors, /s/Robert P. Cocluan Robert P. Cochran Secrefa�y _2. BUILD AMERICA MUTUAL ASSURANCE COMPANY 200 LIBERTY STREET, 27th FLOOR NEW YORK, NY 10281 PROXY STATEMENT ANNUAL MEETING OF MEMBERS TO BE HELD ON APRIL 28, 2015 Purpose of Meeting This Proxy Statement is being furnished to members of Build America Mutual Assurance Cornpany (the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board") from such members for use at the 2015 Annual Meeting of Members of the Company (the "Meeting") to be held on Tuesday, April 28, 2015 at 9:00 a.m., local time, at the Company's headquarters at 200 Liberty Street, 27°i Floor, New York, NY 10281, and at any adjournment or postponement thereof. This Proxy Statement, the enclosed Notice of Annual Meeting of Members, and the form of proxy are first being mailed to the members of the Company on or about March 27, 2015. At the Meeting, the members of the Company will be asked to consider and vote upon the re- election of two directors, who are policyholders of the Company, to serve for a three-year term expiring at the Company's annual meeting to be held in 2018 (see "Proposal 1. Re-election of Directors"). The Board knows of no matters that will be presented for consideration at the Meeting other than the matters set forth in the Notice of Annual Meeting of Members. If any other matters are properly presented at the Meeting or any postponement or adjournment thereof, the person appointed in the enclosed proxy and acting thereunder will have authority to vote on such matters, in accordance with the appointee's judgment. Record Date Only members of the Company as of the close of business on March 3, 2015 (the "Record Date") will be entitled to notice of, and to vote at, tlne Meeting or at any adjournment or postponement thereof. Voting and Revocability of Proxies The members will vote on each matter voted upon at the Meeting and any adjournment or postponement thereof. The lnig}nest aggregate principal amount of all outstannding obligations of any member which is insured by the Company as of the Record Date shall be the threshold amount (the "Threshold Amount") for the purposes of determining the voting rights of any member at the Meeting. Any member of the Company for which the principal amount of such outstanding obligations is equal to the Threshold Amount is entitled to cast ten votes. Any member of the Company for which the principal amount of such outstanding obligations is less than the Threshold Amount is entitled to cast the number of votes determined by (i) dividing such principal amount by the Threshold Amount, (ii) multiplying such quotient by ten, and (iii) rounding the result up or down to the nearest whole number, or the next highest whole number in the case of a remainder exactly equal to one-half; provided, however, that if such result would be less than one, the member is entitled to cast one vote. Pursuant to the Company's by-laws, the Threshold Amount for the Meeting has been determined to be $15092059000. The presence, in person or by proxy, of holders of 5% of the votes entitled to be cast at the Meeting shall constitute a quorum. In the absence of a quorum, the members so present may, by majority vote, adjourn the Meeting until a quorum is present. The enclosed proxy is being solicited by the Board for use in connection with the Meeting and any postponement or adjournment thereof. Each member may vote in person or by properly executed proxy on all matters that properly come before the Meeting and any adjournment or postponement thereof. By executing and returning the proxy by April 24, 2015, members are directing the appointed person to vote in accordance with the instructions set forth on such proxy. A proxy executed by a member will be recognized if it is signed by such member's president, vice president, treasurer or assistant treasurer, secretary or assistant secretary, or other appropriate official. All properly executed proxies received by April 24, 2015 and not revoked in the manner described below will be voted in accordance with the instructions indicated on such proxies. If no instructions are indicated, such proxies will be voted "FOR" the election of each of the directors nominated by the Board. If a quorum for the Meeting is not obtained, the Meeting may be adjourned for the purpose of obtaining additional proxies or votes or for any other purpose. At any subsequent reconvening of the Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original Meeting (except for any proxies that have theretofore effectively been revoked or withdrawn). Proxies may be revoked by those persons executing the proxies by (a) delivering to the Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date than the proxy, (b) duly executing a subsequent proxy and delivering it to the Secretary of the Company at or before the Meeting, or (c) attendurg the Meeting and voting in person (although mere attendance at the Meeting will not in and of itself constitute revocation of a proxy). Any written notice revoking a proxy or any subsequent proxy should be delivered at or before the Meeting to: General Counsel, Build America Mutual Assurance Company, 200 Liberty Street, 27th Floor, New York, NY 10281. All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be borne by the Company. In addition to solicitation by use of the mail, proxies may be solicited by telephone, electronic mail or personally by the directors, officers and employees of the Company, who will receive no extra compensation for their services. Procedure for the Election of Directors Under the terms of the Declaration of Intention and Charter of the Company (the "Charter") and the Company's Bylaws (the "Bylaws"), the number of directors of the Company is fixed at seven. Directors are elected by a plurality of the number of votes cast at the Meeting. Under the terms of the Charter and the Bylaws, the persons nornnrated and elected to serve as directors of the Company in accordance with the procedures set forth therein shall serve as directors until their successors are duly elected and qualified, unless they die, resign or are otherwise removed before the conclusion of their term of office. -2- PROPOSAL 1. RE-ELECTION OF DIRECTORS The Board has nominated the following two persons (the "Nominees") for re-election as directors: • Richard Ravitch; and • Allan Lewis Waters. Pursuant to Section 3.2 of the Bylaws, at the May 17, 2013 meeting of the Board following the April 23, 2013 Annual Meeting of the Members the elected directors were divided into three classes as nearly equal in number as possible. The terms of office of the directors initially classified were as follows: the term of the first class expired at the 2014 Meeting, the term of the second class shall expire at this 2015 meeting, and the term of the third class shall expire at the 2016 annual meeting. If any Nominee should be unable to serve as director, an event not now anticipated, it is intended that the votes represented by proxies will be cast for the election of such substitute as the Board may nominate. The two Nominees have been serving as directors of the Company, with the approval of the New York Department of Financial Services, since the Company was incorporated on March 16, 2012. Or. Ravitch and Mr. Waters are paid $75,000 annually for their service as directors. Set forth below is certain information with respect to each Nominee. The Board, acting as a full nominating committee, recommends that the members vote "FOR" each Nominee. Richaf•d Ravitch, age 81, has been a director since July 2012. Mr. Ravitch is a lawyer, businessman and public official who has been engaged in both the private and public sectors for more than 50 years. He was a partner in Ravitch, Rice & Company, a management -consulting firm. He co-chaired the State Budget Crisis Task Force with former Chairman of the Federal Reserve Paul A. Volcker and has served as Lieutenant Governor of the State of the New York. Earlier he was the Chairman and Chief Executive Officer of HRH Construction Corporation; Chairman of the Metropolitan Transportation Authority; and Chairman of the New York State Urban Development Corporation. After his years of public service for the State of New York, he was Chairman and CEO of the Bowery Savings Bank. Additionally, in 1999, he was Co -Chair of the Millennial Housing Commission, created by Congress to examine the federal government's role in meeting the nation's growing affordable housing challenges, and in 1988, he was the Chairman of the Charter Revision Commission of the City of New York. He holds a B.A. from Columbia College (Phi Beta Kappa) and an L.L.B. from Yale University School of Law. Allrnr Lewis ll�aters, age 57, has been a director since July 2012. Mr. Waters was elected Director, President and CEO of Sirius International Insurance Group, Ltd. (formerly White Mountains Re) on March 6, 2007. Mr. Waters was a director of White Mountains Insurance Group, Ltd. ("WTM") from 2003 to 2004 and was re-elected as a director in November 2005. From 1998 to 2007, Mr. Waters was the founder and Managing Member of Mulherrin Capital Advisors, LLC. Mr. Waters formerly served as Senior Vice President and Chief Financial Officer of WTM from 1993 to 1998, as Vice President and Controller from 1990 to 1993, as Vice President of Finance fiom 1987 to 1990, and as Assistant Vice President of Finance fiom 1985 to 1987. -3- In order to avoid additional soliciting expense to the Company, please MARK, SIGN, DATE and MAIL your proxy PROMPTLY in the return envelope provided for receipt in New York by April 24, 2015, even if you plan to attend the Meeting. Proxies are also valid if faxed to 212-9624710, or scanned and emailed to GeneralCounsel@buildamerica.com, in either case no later than April 24, 2015. You may attend the Meeting and vote in person if you advise us by April 24, 2015, that you will be attending. Your notice that you will be attending can be sent by fax (to 212-9624710), scanned and emailed to GcneralCounsel@buildamerica.com or mailed to Build America Mutual Assurance Company at the address given above, attention General Counsel, New York, New York March 27, 2015 By order of the Board of Directors, /s/ Robert P. Cochran Robert P. Cochran Secretary -4- Build America Mutual Assurance Company —Proxy Card PROXY —Annual Meeting of Members Tuesday, Apri1,2892015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned member hereby appoints Alexander Makowski, General Counsel of Build America Mutual Assurance Company, as proxy with the power to appoint his substitute, and hereby authorizes him to represent and to cast, as designated below, all of the votes to which the undersigned is entitled to cast as of March 3, 2015 at the Amival Meeting of Members to be held on Tuesday, April 28, 2015, or at any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS TO PROPOSAL 1 IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED MEMBER (IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES IN FAVOR OF PROPOSAL 1) AND IN ACCORDANCE WITH THE PROXY'S JUDGMENT UPON ANY MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. © Please marls your vote as in this example, indicating either FOR, AGAINST OR ABSTAIN next to each candidate. Proposal 1: To re-elect t�vo directors, each for athree-year term, to serve until their successors have been duly elected and qualified. Nominees: (1) Richard Ravitch (2) Allan Lewis Waters Member Name: Number of Votes: Signature of Authorized Person: Print Name of Authorized Person: Title: Date: FOR 13 _City of Anna_ 1 -5- AGAINST 1• ABSTAIN n CITY OF ANNA, TEXAS Item No. 5-d_� City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Fuhihitc April 14, 2015 City Manager Yes AGENDA SUBJECT: Consider/Discuss/Action regarding a resolution approving a Professional Services Agreement with Randall Scott Architects for architectural services. (City Manager). SUMMARY: On March 24, the City Council authorized an agreement for pre -design architectural services with Randall Scott Architects. After the meeting, we noted a correction that needs to be made to Article 11, paragraph D of the Agreement to more accurate reflect the understanding of both parties with respect to the amount of professional liability insurance. The attached resolution would approve this Agreement in lieu of the one approved on March 24. STAFF RECOMMENDATION: Staff recommends approval of the attached resolution and Agreement. CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION REPEALING RESOLUTION No. , AND APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH RANDALL SCOTT ARCHITECTS FOR ARCHITECTURAL SERVICES, AND AUTHORIZING THE CITY MANAGER SAID AGREEMENT WHEREAS, On February 24, 2015, based on a review of their subsequent interviews and site visits, and a check of references, the authorized staff to negotiate an agreement for pre -design architectural Randall Scott Architects; and qualifications, City Council services with WHEREAS, the City Council finds that approval a Professional Services Agreement for architectural services with Randall Scott Architects is in the best interests of the citizens of Anna; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Professional Services Agreement The City Council hereby approves the Professional Services Agreement attached hereto as Exhibit 1, and authorizes, raes Cl" approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents Cl" to take all other actions necessary to finalize, act under, and enforce this Agreement. Section 3. Previous Resolution Repealed Resolution No. is hereby repealed. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 14tn day of April 2015. APPROVED: Mike Crist, Mayor ATTEST: Natha Wilkison, City Secretary CITY OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("this Agreement") is made and entered into as of the day of , 2015, by Randall Scott Architects, Inc., called 'CONSULTANT" and the City of Anna, a Texas home rule municipality, hereinafter called "OWNER," each acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF CONSULTANT OWNER hereby contracts with CONSULTANT, who shall at all times act only in the capacity of an independent contractor, and CONSULTANT hereby agrees to perform the services described herein in connection with the Project as stated in this Agreement, with diligence and in accordance with the professional standards customarily applicable to such services in the State of Texas. The professional services set out herein are in connection with the following described Project: Project: Pre -design Services for a new City Hall The Project is generally described as pre -design architectural services in connection with the exploration of development options for construction of a new city hall for the City of Anna, Texas, and shall include all services to be performed by CONSULTANT as set forth in this Agreement. ARTICLE 2 SCOPE OF SERVICES For the fixed price set forth in Article 5 of this Agreement, CONSULTANT shall perform architectural and consulting services in connection with the Project and in accordance with the 'Program" attached to this Agreement as Exhibit A, and as revised by mutual written consent of CONSULTANT and OWNER from time to time in accordance with this Agreement. ARTICLE 3 ADDITIONAL SERVICES Additional services to be performed by CONSULTANT not described in Article 2 of this Agreement ("Additional Services") must be authorized by OWNER. Such additional services are not included in the fixed price set forth in Article 5 of this Agreement and may only be performed under a separate written agreement or under one or more individual task orders in accordance with the hourly fees set forth in Article 5. C. of this Agreement. If such services are performed under task order(s), the terms of this Agreement shall apply to such services. ARTICLE 4 SCHEDULE AND PERIOD OF SERVICE A. This Agreement shall become effective as of the date first written above and shall remain in force for the period which may reasonably be required for the completion of the Project, including completion of any Additional Services, if any, and any required extensions approved by OWNER. PROFESSIONAL SERVICES AGREEMENT Page 1 of 8 B. CONSULTANT agrees to perform the various services set forth in this Agreement according to the Preliminary Project Schedule set forth in Section V. of Exhibit A attached to this Agreement. The time periods set forth in said Schedule of Services shall not be exceeded by CONSULTANT, except to the extent that OWNER causes the delay or suspends the Project. Time is of the essence in this Agreement, and to the extent that CONSULTANT anticipates any delay in the provision of any of the services under this Agreement, CONSULTANT shall as soon as practicable notify OWNER of same in writing and an amendment to the schedule referenced above may be made by mutual consent. ARTICLE 5 COMPENSATION A. COMPENSATION TERMS: For and in consideration of the professional services to be performed by CONSULTANT under this Agreement OWNER agrees to pay the fixed total sum of $78,500, plus Reimbursable Expenses as described in Section VI. paragraph C. of the Program attached to this Agreement as Exhibit A. CONSULTANT shall promptly notify OWNER in writing if such out-of-pocket expenses exceed $1500. B. BILLING AND PAYMENT: Partial payments to CONSULTANT will be made within 30 days of receipt of detailed monthly invoices rendered to and approved by OWNER through the City of Anna City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the unpaid value of the work performed at the time a statement is rendered. The value of work performed will be calculated by a percentage complete of the total fixed sum set in Article 5(A). CONSULTANT bears total and sole responsibility for making any necessary and appropriate payments to additional consultants or subcontractors from the amount(s) paid by OWNER to CONSULTANT directly. Nothing contained in this Article shall require OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or for any work which is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement. It is specifically understood and agreed that CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payment by OWNER for any charge, expense, or reimbursement above any fixed or maximum notAo-exceed fee as stated in this Agreement or any specified task order, without first having obtained written authorization from OWNER. CONSULTANT shall not proceed to perform any services without obtaining prior written authorization from the City Manager or his designee and shall be diligent in seeking such authorization when necessary to perform services under this Agreement. With respect to the services to be performed under Article 2 of this Agreement, the prior written authorization referenced above may be in the form of a notice to proceed with such services delivered by post, hand delivery, facsimile or electronic mail. C. ADDITIONAL SERVICES: For additional services authorized in writing by OWNER as set forth in Article 3, CONSULTANT shall be paid based on an hourly basis at a rate to be determined in advance and agreed to in writing by OWNER and CONSULTANT. Payments for additional services shall be due and payable within 30 days of invoicing by CONSULTANT, and shall be in accordance with paragraph B of this article. Statements shall not be submitted more frequently than monthly. PROFESSIONAL SERVICES AGREEMENT Page 2 of 8 D. DELAYED PAYMENT: If OWNER fails to make payments due CONSULTANT for services and expenses within 45 days after receipt of CONSULTANT's undisputed statement thereof, the amounts due CONSULTANT will be increased by the rate of one percent (1 %) per month from the said 4511 day, and, in addition, CONSULTANT may, after giving seven days' written notice to OWNER, suspend services under this Agreement until CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require OWNER to pay the late charge of one percent (1%) set forth herein if OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article 5. ARTICLE 6 OBSERVATION AND REVIEW OF THE WORK CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to OWNER any defects or deficiencies in the work of CONSULTANT or any subcontractors or subconsultants. ARTICLE 7 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement shall become the property of OWNER upon the termination of this Agreement. CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by CONSULTANT are intended only to be applicable to this Project and Program, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense, with no right of indemnification against CONSULTANT, notwithstanding any other provision of this Agreement. In the event OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein and by CONSULTANT at the time such information and materials are delivered, CONSULTANT is released from any and all liability relating to such use in that project. PROFESSIONAL SERVICES AGREEMENT Page 3 of 8 ARTICLE 8 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as independent contractors, not as employees of OWNER. CONSULTANT shall not have or claim any right arising from employee status. OWNER shall not control the means, methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services under this Agreement or any associated task order. ARTICLE 9 AUDITS AND INSPECTION CONSULTANT will submit copies of documentation supporting all reimbursable expenses for OWNER's review. ARTICLE 10 INDEMNITY AGREEMENT CONSULTANT shall indemnify and hold harmless OWNER and its officers, agents, and employees from and against any and all damages and expenses, including, but not limited to court costs and reasonable attorney fees and related expenses incurred by OWNER, arising from an act of negligence, intentional tort, intellectual property infringement, or failure to pay any subcontractor, or any supplier committed by CONSULTANT, CONSULTANT'S agent(s), another consultant under contract, or another entity over which CONSULTANT exercises control. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 11 INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $1,000,000 for each person and not less than $1,000,000 for each accident, and with property damage limits of not less than $1,000,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and EmployersOWTO Liability Insurance with limits of not less than $500,000 for each accident. PROFESSIONAL SERVICES AGREEMENT Page 4 of 8 tHe value of the total amount of compensation to be paid to the CONSULTANT under Article 5A of this Aareement. CONSULTANT shall furnish insurance certificates or insurance policies at OWNER's request to evidence such coverages. Except for workers compensation and professional liability, the insurance policies shall name OWNER as an additional insured, and shall contain a provision that such insurance shall not be canceled or reduced with respect to coverages or endorsements without 30 days' prior written notice to OWNER and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 13 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by OWNER of the Project shall not constitute, nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by OWNER for any defect in the design or other work prepared by CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 14 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three days after mailing: To CONSULTANT: Randall Scott Architects, Inc. c/o Randall Scott 14755 Preston Rd., Suite 730 Dallas, Texas 75254 To OWNER: City of Anna c/o City Manager P.O. Box 776 Anna, Texas 75409 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three days after mailing, whichever occurs first. ARTICLE 15 ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 16 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this PROFESSIONAL SERVICES AGREEMENT Page5of8 Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 17 COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services required hereunder, CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 19 PERSONNEL A. CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with OWNER. CONSULTANT shall inform OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE 20 ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. ARTICLE 21 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 22 MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A — Program PROFESSIONAL SERVICES AGREEMENT Page 6 of 8 B. CONSULTANT agrees that OWNER shall, until the expiration of four years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue and jurisdiction of any suit or cause of action arising from or relating in any manner to this Agreement shall lie exclusively in Collin County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by OWNER. E. OWNER shall assist CONSULTANT by placing at CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for CONSULTANT to enter in or upon public and private property as required for CONSULTANT to perform services under this Agreement. F. CONSULTANT shall at all times maintain OWNER'S confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by OWNER. Any disclosure of privileged or confidential information by OWNER to CONSULTANT is in furtherance of OWNER's purposes and is not intended to and does not waive any privileges that may exist with regard to such information. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, OWNER has caused this Agreement to be executed by its duly authorized representative, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer to be effective as set forth earlier in this Agreement. CITY OF ANNA By: Philip Sanders, City Manager RANDALL SCOTT ARCHITECTS, INC. PROFESSIONAL SERVICES AGREEMENT Page 7 of 8 By: Randall B. Scott, President & CEO PROFESSIONAL SERVICES AGREEMENT Page 8 of 8 RANDALL SCOTT ARCHITECTS ARCHITECTURE � INTERIORS � PLANNING EXHIBIT A Revision # 3, March 21, 2015 Mr. Philip Sanders City Manager City of Anna 111 N. Powell Pkwy. Anna, Texas 75409-0776 RE: PROPOSAL TO PROVIDE ARCHITECTURAL SERVICES FOR A NEW CITY HALL BUILDING FOR THE CITY OF ANNA, TX I. PROJECT SCOPE This proposal is submitted by Randall Scott Architects, Inc. (hereinafter referred to as RSA or Architect) to the City of Anna (hereinafter referred to as the City, Owner or Client) to provide Architectural Services for a new City Hall building for the City of Anna, TX. A. PROJECT CRITERIA The following information about the project was conveyed to RSA by the City during a meeting on March 3, 2015: 1. Pre -Design Services need to consist of assisting the City in determining what it needs to build and where to build it. 2. Melissa Brand Vokey prepared an initial Needs Assessment/Programming document. The electronic PDF file of this document dated February 2014 was provided to RSA on March 3, 2015. 3. The Needs Assessment/Program prepared by Melissa was completed a year ago. It needs to be verified and updated by RSA. 4. RSA will hold focus group meetings with department staff as part of the validation process of the existing Program of Requirements (POR). 5. Public meetings about the design process will be needed to build support and keep the public advised of the progress. 6. The City requested that three to four sites be included in the site evaluation pre -design process. 7. RSA will need to evaluate a standalone City Hall concept as well as a municipal campus concept. The City may consider a mixed -use concept as well. 8. The 10 year horizon (30,000 SF FOR; $10M-$1 I M budget) per the Brand-Vokey Needs Assessment dated Feb. 2014) is the current project scope to be evaluated. The City is growing rapidly. Forethought in terms of expansion needs to be given towards the 50,000 population horizon. It will be important to look at site locations from the standpoint of future expansion. 9. Funding options will necessitate developing a solid cost estimate. The project could be funded either through a public referendum (general obligation bonds) or certificates of obligation. 10. The general scope and deliverables for Pre -Design Services would include: a. Assisting the City in identifying and vetting potential City Hall sites. b. Developing preliminary planning concepts for each of the proposed sites. 972.6649100 (f) 972,664.9122 Exhibit A - Proposal to Provide Architectural Design Services for Anna City Hall Mr. Philip Sanders Revision # 3, March 21, 2015 Page 2 c. Refinement of the selected City Hall site design d. Validation/updating of the existing Program of Requirements e. Developing the preliminary schematic design drawings for the selected site. This would include renderings of the building exterior, a rendered site plan and rendered floor plans. f. Preparing a sold cost estimate. g. Assisting the City in educating the public on the proposed sites and design. 11. Project is anticipated to be constructed with CM at Risk or CM as Agent delivery. 12. The City is interested in 'Timeless Architecture". Not a building that is irrelevant in 5 years. 13. Words used to describe the new City Hall by Staff include; open and accessible, approachable, having a civic presence and relatable. II. PRE -DESIGN PHASE SERVICES (The services in this phase are to be provided concurrently) A. SITE EVALUATION PHASE 1. Site Evaluation Phase services provided by RSA for this project shall consist of the following: a. Meet with City staff to review potential sites for the project (Workshop # 1)and relevant data impacting the selection of a site including the City's Comprehensive Land -use Plan, Thoroughfare plan, Utilities Plan, demographics and other strategic planning data. b. Meet with Council to gather their input on potential sites that should be evaluated as part of this phase. Discuss options for the City Hall as a standalone building, a municipal campus of buildings, a mixed- use setting such as the Southlake Town Center, and a downtown location vs. other locations. c. Prepare preliminary test fit plans for 3-4 potential sites selected during Workshop # 1 and Council's input from item 1.b. d. Meet with City Staff to review the preliminary test fit plans and receive comment. Discuss pro's and con's of each site. Revise test fit plans to incorporate City Staffs comments. e. Prepare a PowerPoint presentation of the test fit options with pro's and con's for review with Council. f. Confer with Staff and Council on determination of a final location and site concept (standalone, municipal campus or mixed -use) for the Anna City Hall. B. FACILITY PROGRAMMING PHASE 1. Facility Programming Phase services provided by RSA for this project shall consist of the following: a. Meet with City staff, Council members and individuals appointed to a Building Committee by the City to introduce the Project Team and gain an overall understanding of the City's scope, needs and goals for the project. b. Hold focus group meetings and interviews (Workshop # 2) with the Project Stakeholders (City Administration Staff, Council members and Building Committee) to determine the spacial, functional, equipment, adjacency, environmental, technology, and sustainability requirements for each of the spaces within the new City Hall. c. Prepare a preliminary Program of Requirements (POR) document listing each of the requested spaces and its specific requirements. d. Prepare Area Summary Spreadsheets delineating the total net square footage requirements for each department, grossing factors and the total gross square footage by department and for the overall project. Project square footage requirements for 10 year and 20 year horizons accounting for the expansion needed to accommodate future growth in the City. Exhibit A - Proposal to Provide Architectural Design Services for Anna City Hall Mr. Philip Sanders Revision # 3, March 21, 2015 Page 3 e. Prepare test fit drawings for critical areas of the project such as the Council Chambers, Council Room, Room, City Manager's Office, etc. f. Prepare a Preliminary Project Schedule for the City Hall. g. Prepare a Preliminary Cost Estimate for the project based on historical square footage cost data. h. Prepare a Preliminary FOR bound document with the above metrics delineated for review with the City. i. Meet with the City Stakeholders and Building Committee to review the preliminary Facilities Program document. j. Make final adjustments to the POR document. Prepare and issue a Final Program of Requirements for the City Hall project. k. Assist City Staff in presenting the POR document and findings to Council. III. BASIC SERVICES A. PRELIMINARY SCHEMATIC DESIGN PHASE Schematic Design Phase services provided by RSA for this project shall consist of the following: 1. Perform a preliminary code and zoning review for the new City Hall and consult with the City on any issues that impact the design. 2. Hold an on -site Planning Charrette/Workshop # 3 consisting of meetings with City Administration, Department Heads, Staff and other Project Stakeholders to review the Program of Requirements (POR) for each department and sketch preliminary planning solutions together. 3. Prepare Preliminary Schematic Design drawings including a Site Plan, Floor Plans and 3D mass models of design options incorporating the preliminary planning solutions developed with Stakeholders in Workshop # 3. 4. Meet with the Project Stakeholders and Building Committee to review the Preliminary Schematic Design documents. 5. Prepare Preliminary Rendered Building Elevations or a 3D Rendering of proposed exterior design concept. 6. Prepare a Schematic Design Cost Estimate (utilizing our out of house estimator) or assist the City in developing theirs. 7. Make adjustments to the Preliminary Schematic Design documents and Cost Estimate based on comments received from the Stakeholder/Building Committee review meeting. 8. Attend a meeting with the Project Stakeholders/Building Committee to review the final Schematic Design drawings and Cost Estimate for the project. 9. Prepare a bound report and PowerPoint presentation outlining the POR process/results and Schematic Design deliverables including an Executive Summary, Schematic Design drawings, Preliminary Cost Estimate and Preliminary Schedule. 10. Assist City Staff in presenting the Schematic Design information to Council and citizens. IV. ADDITIONAL SERVICES Additional Services are all services not explicitly listed under Sections II Pre -Design Services &III Basic Services of this Proposal. Additional Services shall be provided when requested by the City on an hourly or negotiated fee basis in addition to the fees charged for the services outlined in Sections II and III above. Prior to beginning Additional Services work, RSA shall request approval from the City in writing if it believes that Additional Services are warranted or have requested by the City. Additional Services include, but are not limited to, the following: Exhibit A - Proposal to Provide Architectural Design Services for Anna City Hall Mr. Philip Sanders Revision # 3, March 21, 2015 Page 4 A. Revisions requested by the City to the Architect's Work resulting in changes in the design, scope and/or quality. Revisions to the Architect's Work or documents due to changes in the information provided to the Architect by the City. B. Preparing Design alternatives (other than those listed in Sections II and III above) and redesign services for the project including, but not limited to, redesign services required due to the City making changes to the project scope. C. Extensive Town Hall meetings with citizen groups to present the results of the services in this proposal. A reasonable number of Town Hall meetings are included in our fees as part of the services listed in Sections II and III above. D. Design Development, Construction Documents, Bidding/Negotiation and/or Construction Administration Phase services for the Project. As well as the remaining Schematic Design Phase services traditionally provided under Basic Services as part of complete architectural services but not provided in Section III above. E. Field verification of any existing conditions on the sites to be studied. An example could be a downtown site that has existing building improvements on it that need to be worked around but are not indicated on the survey provided to the Architect. F. MEP, structural, civil, landscape architecture, technology, AN, acoustical, envelope consultant, code consultant, surveying or other consulting services required to complete the project. G. Detailed planning for buildings other than the City Hall such as: 1) non -City Hall buildings included in a mixed -use concept and 2) non -City Hall buildings that are part of a campus of buildings. V. PRELIMINARY PROJECT SCHEDULE The work for the Pre -Design and Preliminary Schematic Design Services described in Sections II &III above are anticipated to be accomplished in the following approximate timeframes assuming a start date of April 15`, 2015 with a signed agreement between RSA and the City in place and/or a written NTP executed no later than March 31 ". 2015. A. Site Evaluation "AD of Requirements Apr. 2015 — Jun. 2015 B. Preliminary Schematic Design Services May 2015 —Jul. 2015 VI. PROFESSIONAL FEES A. PRE -DESIGN &PRELIMINARY SCHEMATIC DESIGN SERVICES 1. The services outlined in Sections II &III above shall be provided for the following lump sum fees: a. Site Selection Services $9,500 b. Program of Requirements $18,500 c. Preliminary Schematic Design $41,000 d. Cost Estimating Services 9 500 Total Fees $78,500 B. ADDITIONAL SERVICES 1. Additional Services for the project shall be provided at the following hourly rates or negotiated on a lump sum basis at the time they are required: Principal $250.00/hr. Vice President $225.00/hr. Studio Leader Project Architect Staff Architect Visualization Renderer Administrative $ 200.00/h r. $150.00/hr. $125.00/h r. $125.00/h r. $ 85.00/h r. Exhibit A - Proposal to Provide Architectural Design Services for Anna City Hall Mr. Philip Sanders Revision # 3, March 21, 2015 Page 5 C. REIMBURSABLE EXPENSES Reimbursable Expenses constitute expenses incurred on the City's behalf by the RSA and/or our Consultants. These expenses include, but are not limited to: reproduction of preliminary and final documents, mounting and laminating of presentation boards, Agency Review fees, hotel, meals and per diem expenses, mileage, air fare, rental cars, overnight express, courier services and postage. Reimbursable expenses shall be marked up 10% to cover RSA's handling costs and billed to the Owner in addition to any Basic and Additional Services incurred on the project. VII. PROFESSIONAL REGISTRATION The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, phone: 512.305.9000, has jurisdiction over individuals licensed under the Architects' Registration Law, Article 249A, VTCS. VIII. OTHER CONDITIONS A. This Proposal is valid for 60 days from the date at the top of the first page of this document unless included as an attachment to a fully executed purchase order or contract issued by the Client prior to that date. B. The City shall provide, and the Architect shall be entitled to rely upon the accuracy of: 1) Reasonably accurate site surveys for the proposed sites to be evaluated with associated utilities information. Randall Scott Architects appreciates the opportunity to submit the above Proposal and looks forward to working with The City of Anna on this important Project! Thank you, RANDALL SCOTT ARCHITECT�S,,,IN�C. Randall B. Scott, AIA President & CEO CITY OF ANNA, TEXAS Item No. 6 City Secretary's use only City Council Agenda Staff Report Date: $toff Contact: Exhibits: April 14, 2015 Jessica Perkins yes AGENDA SUBJECT: Consider/Discuss/Action regarding passing a resolution approving a project and related incentive agreement for new economic development with Q Seminole Anna Town Center L.P., the Anna Economic Development Corporation, and the Anna Community Development Corporation. SUMMARY: The City's Economic Development Corporations have negotiated an economic development agreement with the owner of a large retail tract located at the NW corner of FM 455 and US Hwy 75. It is anticipated that a new Walmart store will be located on a portion of this property. The economic development agreement requires the owner of the property to construct significant infrastructure improvements (i.e. roads, water lines, sewer lines, etc.) that are necessary to develop Phase 1 of the property which is approximately 28 acres. The owner will also donate a 1.809 acre tract to the City to be used for an elevated water storage tank site, along with an additional 3.6 acres of utility and access easements that will be necessary for the elevated tower project. In consideration of the owner's faithful performance of its obligations, the Economic Development Corporations will assist the owner with a portion of the owner's development costs. The assistance provided by the Corporations will come from a portion of the future sales tax revenue paid to the Corporations and generated solely by new retail stores constructed within the Phase 1 development. Sales tax revenue paid to the City's general fund will not be used to support this agreement. The financial assistance provided by the Corporations will be capped at 60% of the afore mentioned sales tax revenue for a period of 15 years or until the total payments to the owner equal the maximum amount prescribed in the agreement, whichever comes first. All payments to the owner are conditional on the performance of the owner's obligations which include construction of a new Walmart store within the Phase 1 development. STAFF RECOMMENDATION: Staff recommends you approve the resolution. CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA APPROVING AND AUTHORIZING A PROJECT AND RELATED INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT WITH Q SEMINOLE ANNA TOWN CENTER, L.P., THE ANNA COMMUNITY DEVELOPMENT CORPORATION, AND THE ANNA ECONOMIC DEVELOPMENT CORPORATION AND AUTHORIZING THE DISBURSEMENT OF FUNDS UNDER SAID AGREEMENT WHEREAS, the Anna Community Development Corporation (the "CDC") and the Anna Economic Development Corporation ("EDC") desire to disburse funds in support of an economic development project (the "Project") that will create and retain new jobs, and that will result in new capital investment within the corporate limits of the City of Anna, Texas ("City"); and WHEREAS, the CDC and EDC have received a project proposal from Q Seminole Anna Town Center, L.P. who has represented that it will create and retain a significant number of new jobs and that will result in new capital investment, all within the corporate limits of the City; and WHEREAS, the CDC and EDC have determined that it would be beneficial to the CDC and EDC and to the City for the CDC and EDC to disburse funds for certain costs of the Project provided that the promised jobs and capital investment are completed according to the terms of the Agreement, as more specifically set forth in the Agreement; and WHEREAS, the CDC and EDC have found that the Project will promote new or expanded business development and that the expenditures of funds under the Agreement are required or suitable for infrastructure and site improvements necessary to promote or develop new or expanded business enterprises; NOW THEREFORE, BE IT RESOLVED BY THE CITY OF ANNA CITY COUNCIL: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. CITY COUNCIL OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 2 Section I Authority for Project, Agreement, and Expenditure The City of Anna City Council hereby authorizes and approves of the Project, and further authorizes the CDC and EDC's Board of Directors, subject to approval of the form and content by the CDC and EDC's legal counsel, to enter into an Incentive Agreement for New Economic Development with Q Seminole Anna Town Center, L.P. ("Agreement") attached hereto as EXHIBIT A, incorporated herein for all purposes. The City Council further authorizes the Mayor to execute said Agreement to bind the City for the limited purposes expressly stated therein. PASSED AND APPROVED by the City Council of the City of Anna this day of 2015. APPROVED: Mike Crist, Mayor ATTEST: Natha Wilkison, City Secretary CITY COUNCIL OF ANNA, TEXAS RESOLUTION NO._ PAGE 2 OF 2 INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT This Incentive Agreement tor New Economic Development (this "Agreement") is entered into between and among the Anna Economic Development Corporation, a Texas Type A development corporation ("AEDC"), the Anna Community Development Corporation, a Texas Type B development corporation ("ACDC") (collectively, the "Corporations"), and Q Seminole Anna Town Center, L.P., a Texas limited partnership "Developer"), WHEREAS, the Texas Legislature in Section 4B of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; and WHEREAS, residents of the City of Anna, Texas ("City") voted to authorize the creation of the Corporations and the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-half of one percent for AEDC and one-half of one percent of ACDC; and WHEREAS the ballot language of the measure approved by the voters was sufficient to authorize the use of such funds for projects like the one contemplated by this Agreement; and WHEREAS, the Corporations exist for the purposes of encouraging and assisting entities with economic development projects and the creation of jobs for the benefit of the local economy and the citizens of Anna, Texas; and WHEREAS, the Corporations are governed by boards of directors (respectively, the "AEDC Board" and the "ACDC Board which are authorized to approve the Corporations' respective projects and expenditures; and WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, requires a municipality's governing body to approve all programs and expenditures of a development corporation authorized by such municipality; and WHEREAS, Developer owns a 115.61-acre tract of land upon which Developer and the Corporations desire a Walmart retail store to be located, said land being more particularly described in Exhibit A, attached to this Agreement (the "Property"); and WHEREAS, Wal-Mart Stores, Inc. is an American multinational retail corporation that runs chains of large discount department stores and warehouse stores; and INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 1 WHEREAS, Wal-Mart Stores, Inc. is one of the world's largest public corporations, according to the Fortune Global 500 list in 2014, the biggest private employer in the world with over two million employees, and is the largest retailer in the world; and WHEREAS, the City currently lacks the type of large discount department store such as a Walmart retail store that will draw shoppers and customers from within and outside of the local area and serve as a magnet for other retail and service -related companies to locate in the City; and WHEREAS, it is projected that the location and operation of a Walmart retail store in the City will directly create approximately 200 jobs; and WHEREAS, the Corporations recognize the positive economic impact that the Project will bring to the City through development and diversification of the economy, reduction of unemployment and underemployment through the production of new jobs, the attraction of new businesses, and the additional tax revenue; and WHEREAS, the payments to Developer under this Agreement are exclusively performance -based so that no payments will be made to Developer until and unless the Walmart retail store and other features within and near the Property, as described in this Agreement, are constructed and operated, resulting in sales and use tax revenues from the first completed phase of development of the Property, which then will provide revenue to the Corporations, a certain portion of which shall be paid to Developer; and WHEREAS, on April 9, 2015, the AEDC Board determined that it is in the best interests of the citizens of Anna, Texas that economic development fiends be provided to Developer in exchange for the satisfaction of certain obligations undertaken by Developer as described in this Agreement, including but not limited to causing a Walmart retail store to be located within the area planned for the first phase of development of the Property; and WHEREAS, on April 9, 2015, the ACDC Board determined that it is in the best interests of the citizens of Anna, Texas that economic development funds be provided to Developer in exchange for the satisfaction of certain obligations undertaken by Developer as described in this Agreement, including but not limited to causing a Walmart retail store to be located within the area planned for the first phase of development of the Property; and WHEREAS, the AFDC Board has further determined that the obligations it is undertaking in this Agreement including expenditures of economic development funds are required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, namely the expenditures for the infrastructure that constitutes the Project, as hereinafter defined; and INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 2 WHEREAS, the ACDC Board has further determined that the obligations it is undertaking in this Agreement including expenditures of economic development funds are required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, namely the expenditures for the infrastructure that constitutes the Project, as hereinafter defined; and WHEREAS, the City has a population of less than 20,000 and Section 501.103 of the Texas Local Government Code authorizes the Corporations to expend economic development funds derived from the Corporations' respective sales and use tax revenue for certain infrastructure improvement projects and such projects will assist Developer with the costs of the first phase of development of the Property; NOW, THEREFORE, in consideration of the covenants, promises, and conditions stated in this Agreement, the Corporations and Developer agree as follows: Section 1. Effective Date. The Effective Date of this Agreement shall be the date that the last of the following events have occurred: (1) the AEDC Board has duly resolved to undertake the project that is the subject of this Agreement and to enter into this Agreement; (2) the ACDC Board has duly resolved to undertake the project that is the subject of this Agreement and to enter into this Agreement; (3) the Parties to this Agreement have duly executed this Agreement; (4) the City of Anna, Texas City Council ("City Council") has by duly adopted resolution authorized said Project and associated expenditures by the Corporations; and (5) Developer closes on the sale of the Walmart Property to Wal-Mart Stores, Inc., which shall occur on or before June 15,2015, This Agreement shall be of no effect until and unless all five of said events have occurred. Section 2. Term and Termination. 2.01 The term of this Agreement shall commence on the Effective Date. The term of the payment period for the annual payments to be made to Developer by the Corporations pursuant to Section 5 of this Agreement is for 15 years beginning on January 1 of the calendar year after the date that the City issues a Certificate of Occupancy for the Walmart Store. 2.02 This Agreement and all obligations of the Parties hereto, shall terminate upon frill performance of the terms of this Agreement. The City and the corporations may at their sole discretion terminate this Agreement upon any of the following events: (a) Developer fails, after notice and expiration of the Cure Period, to timely construct, or cause to be constructed, the Infrastruchue Improvements, the Public Improvements, all other necessary site improvements, and the Walmart Store in accordance with Sections 4.01, 4.02, 4.03, and 4.04 of this Agreement; or INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 3 (b) Developer fails to meet all requirements per City Regulations necessary to have a Final Plat filed in the Land Recordings with the Collin County Cleric's Office for the Phase I Development within three (3) years of the Effective Date; or (c) Developer fails to close on the sale of the Walmart Property to Wal-Mart Stores, Inc., on or before June 15, 2015. Section 3. Recitals Incorporated and Definitions. 3.01 The recitals in the preamble to this Agreement are hereby incorporated for all purposes. 3.02 The terms, "Agreement," "AEDC Board," "ACDC Board," "Corporations," "City," "City Council," "Developer," and "Property" shall have the meanings set forth in the preamble to this Agreement. 3.03 The following words or phrases shall have the following meanings: "CeItificate of Occupancy" means a document entitled "Certificate of Occupancy" (or other similar title) issued by City upon substantial completion of the Walmart Store in accordance with applicable City Regulations. A Certificate of Occupancy shall not include a certificate issued in error, mistake or misrepresentation of facts, but shall include any temporary certificate of occupancy or other document authorizing temporary or conditional occupancy. ``City Code" means the Anna City Code of Ordinances. "City Council" means the governing body of the City of Anna, Texas. "City Manager" means the City Manager of the City of Anna, Texas. "City Regulations" mean City Code provisions, ordinances, design standards, unifolm codes, and other policies duly adopted by the City. "Commence Construction" means to commence the work of constructing any part of the Infrastructure Improvements: (i) with all approvals thereof required by the City obtained as necessary; (ii) after a notice to proceed has been issued to Developer's contractor(s); and (iii) onsite construction of the site development components (such as drainage, extensive grading or utilities) is underway and being pursued. "Completion" as relates to construction of the Infrastructure Improvements and Public Improvements means: (i) substantial completion of said improvements in INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 4 accordance with the terms of this Agreement and the plans and specifications approved by the City therefor; and (ii) written acceptance by the City of all Public Improvements which shall not be unreasonably withheld. "Combined Maximum Amount" means the amount identified as the Combined Maximum Amount in Section 5.01 of this Agreement; provided, however, that if said amount is reduced under Section 5.06 of this Agreement, then the amount of the Combined Maximum Amount shall be as set forth in the amendment to this Agreement required under Section 5.06. "Cost of Infrastructure Improvements" means the cost of engineering, design, construction, testing, inspection, bonding and insurance for the construction of the Infrastructure Improvements equal to the total amount shown in Exhibit B attached to this Agreement. "Cost of Traffic Signal" means the actual cost, as determined under• Section this Agreement, of engineering, design, construction, and inspection of a traffic signal to be installed at the intersection of FM 455 and Throcicmorton Blvd. "Final Plat" means a final plat of the Phase I Development that meets all requirements of the City Regulations. "Infrastructure Improvements" mean those certain infrastructure improvements to be constructed, or caused to be constructed, by Developer in accordance with this Agreement and identified as follows: (a) Water system improvements including: (1) the 12" Throcicmorton Blvd. water line labeled as water line "A" in Exhibit C, attached to this Agreement; and (2) oversizing from 8" to 12" the water line labeled as water line "B" in Exhibit C attached to this Agreement. (b) Sanitary sewer system improvements including: (1) the 12" & 15" sanitary sewer line labeled as sanitary sewer line "C" in Exhibit D, attached to this Agreement; and (2) the 12" sanitary sewer line labeled as sanitary sewer line "D" in Exhibit D, attached to this Agreement; and (3) oversizing from 8" to 15" the remainder of the Throcicmorton Blvd. sanitary sewer line labeled as sanitary sewer line "E" in Exhibit D, attached to this Agreement. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 5 (c) Road improvements including: (I) the FM 455 right-tuI•n lane as shown in Exhibit E, attached to this Agreement; and (2) the U.S. Hwy 75 right -turn lane as shown in Exhibit E, attached to this Agreement; and (3) the filll width of Throckmorton Blvd. through the Phase I Development including, pavement, sidewalks, street lights, and landscaping as shown in Exhibit E, attached to this Agreement; and (4) the internal main common access drive through the Phase I Development as shown in Exhibit E, attached to this Agreement. (d) Stolm Sewer improvements including: (1) the shared storm sewer line, as shown in Exhibit F, attached to this Agreement; and (2) the public stol•m newel• line, as shown in Exhibit F, attached to this Agreement; and (3) the remaining Throckmorton Blvd. public storm sewer line as shown in Exhibit F, attached to this Agreement. "Parties" mean the Corporations and Developer. "Phase I Development" means the area of the Property where the Walmart Store and other Retailers will be located and upon which and/or for which the Infrashucture Improvements and Public Improvements shall be constructed, said area of the Property being depicted in more detail in Exhibit G, attached to this Agreement. "PI•oject" means the expenditure of economic development funds to be made by the Corporations in accordance with this Agreement to contribute to the costs of construction of the Infrastructure Improvements and Public Improvements associated with Phase I Development for the purpose of promoting or developing new or expanded business enterprises. "Project Funds" means an amount that is the equivalent of 60% of the Sales and Use Tax revenue that is actually received by the Corporations during the term of this Agreement or until the Combined Maximum Amount has been paid to the Developer, INCENTIVE AGREEMENT POR NEW ECONOMIC DEVELOPMENT Page 4 whichever occurs first. If the floor area of the Walmart Store is less than I /0,000 square feet the percentage will reduce pro rata by the percentage reduction in store size below 170,000 square feet. By way of example, if the floor area of the Walmart Stole is the minimum 150,000 square feet, then the percentage of Sales and Use Tax comprising the Project Funds would be 53%, calculated as follows, (170,000 - 150,000) / 170,000 = 11.76%. (100% - 11.76%) x 60% = 52.94%. ``Public Improvements" mean the Infrastructure Improvements and the improvements described in Section 4.08 of this Agreement; however, Public Improvements do not include the internal main common access drive for the Phase I Development as said drive is shown in Exhibit D, attached to this Agreement. "Reallocation or Refund" means any change in the amount of any Sales and Use Fax revenue that: (1) occurs as a result of a reallocation or refund by the State Comptroller; (ii) actually results in a decrease or increase in the Corporations' Sales and Use Tax revenue; and (iii) such decrease or increase occurs during the term of this Agreement. "Retailer" means any person, company, business or other entity or establishment that locates and maintains a retail sales operation at any location in the Phase I Development during the term of this Agreement, including but not limited to the Walmart Store. "Revenue Sharing Agreement" means an agreement covered under Texas Tax Code § 321.3022(b), which allows a municipality to request that the State Comptroller provide information related to the amount of Sales and Use Tax paid during the preceding or current calendar year. "Sales and Use Tax" means the one-half of one percent sales and use tax of each Corporation that is actually collected and a" I "a eto sales and use by Retailers in the Phase I Development. "State Comptroller" means the Office of the Texas Comptroller of Public Accounts, or any successor agency thereof. "Walmart Store" means the retail Walmart facility with a gross area of at least 150,000 square feet of occupied space that is required to be constructed and operated in accordance with this Agreement. Section 4. Developer Obligations. The following "obligations" of this section shall be considered to be conditions for the Payment of Project Funds pursuant to Section 5. 4.01. Location and Operation of Walmart Store. The Walmart Store shall be located within the Phase I Development consistent with the site plan attached hereto as Exhibit H. Construction work on buildings and site improvements, and all other actions INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 7 necessary or required by the City Regulations for issuance of a Certificate of Occupancy for the Walmart Store must be complete within 42 months of the Effective Date. Deadline to Commence Construction. The Deadline to Commence Construction is 24 months after the Effective Date of this Agreement, subject to extension upon written approval by the City Manager or the City Manager's designee. 4.03. Construction Completion. Completion of construction of the Infrastructure Improvements and the Public Improvements must occur within 42 months of the Effective Date, 4.04. Dedications and Donations to City. As part of Final Plat approval of the Phase 1 Development, Developer shall: (a) dedicate or cause to be dedicated to the City, at no cost to the City, all of the Public Improvements and associated rights of way and easements; (b) donate and convey or cause to be donated and conveyed to the City, at no cost to the City, a 1.809 acre tract of land to be owned and used by the City as a site for a future elevated water storage tank, said 1.809 acre tract being further described in Exhibit I, attached to this Agreements (c) dedicate or cause to be dedicated to the City, at no cost to the City, all easements for the waterlines, access, and electric service associated with the future elevated storage tank (the approximate widths and locations of said access and waterline easements associated with the future elevated storage tank are as shown in Exhibit J, attached to this Agreement). City shall construct water lines within said waterline easements consistent with Exhibit K, and shall allow Developer access to said waterlines consistent with City Regulations; and (d) to the extent it is a commonly accepted platting practice, include the dedications and donation and conveyance described in this Section 4.04 on the Final Plat; and (e) convey to the City by separate instruments} —any dedications Al donations required to be made under this Agreement that are not included on the Final Plat in accordance with subsection (d), above —in the form of easements and/ordeeds of conveyance in a form acceptable to the City. 4.05 This section is left blank intentionally. 4.06. Reporting Contract. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 8 (a) With respect to every Retailer, Developer shall —before the Retailer is permitted to locate in the Phase I Development— use commercially reasonable efforts to enter into a Reporting Contract with such Retailer and obtain a fully executed Waiver of Sales Tax Confidentiality. Each Reporting Contract shall include a provision that terminates the Reporting Contract upon termination of this Agreement. Within 10 business days of entering into a Reporting Contract, Developer shall provide the Corporations with a fully -executed, true and correct copy of such contract. Upon written request of the Corporations, Developer shall provide a written assignment of the Reporting Contract to the Corporations, assigning all of Developer's rights and benefits under the Reporting Contract to the Corporations. (b) For each Reporting Contract entered into Developer shall make commercially reasonable efforts to require each Retailer to provide the following in the event that the State Comptroller does not provide Sales and Use Tax information to the City as described by Section 5.05: (1) Within 15 days of the close of each calendar month for• which Project Funds will be due to be paid to Developer (such month being referenced in this Section 4.06 as the "Applicable Month"), provide to the Corporations a written schedule (the "Schedule") detailing for the Applicable Month the Retailer's revenue that is subject to Sales and Use Tax, certifying that the Schedule and the additional documents described in subsection (b), below, are based on actual taxable sales and not estimates. (2) In addition to and accompanying the Schedule, submit to the Corporations true and correct copies of the following additional documents for each Applicable Month: a copy of the Retailer's Texas sales and use tax return, including self -assessed use tax amounts, as well as any amended sales and use tax return(s) and any other documents showing adjustments to the sales and use tax return(s). (3) Within 15 days of a Retailer's receipt of any r•efiind of any Sales and/or Use Tax, notify the Corporations of such refund, submit to the Corporations written documentation of such refund including the amount and the date it was refunded. (4) Within 15 days of the close of any audit of the Retailer's Texas sales tax returns) conducted by the State Comptroller if such audit alters the amounts set forth on any Schedule submitted to the Corporations, submit to the Corporations written documentation of such audit, INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 9 including all written materials provided by the State Comptroller that relate to such audit. (5) Within 15 days of obtaining a Certificate of Occupancy, execute and deliver to the Corporations a fully completed Waiver of Sales Tax Confidentiality, the form of which is shown in Exhibit L, attached to this Agreement. (6) Allow the rights and benefits of Developer under the contract that is the subject of this Section 4.06 to be assigned to the Corporations upon the Corporations providing Developer with a written request for assignment. 4.07. Performance Bond, Payment Bond and Other Security. Developer shall execute or cause to be executed one or more valid performance bonds in favor of the City and one or more valid payment bonds for the construction, work and materials necessary to complete the Public Improvements. Said bonds shall be in accordance with Texas Government Code, Chapter 2253 and applicable City Regulations, except that the bonds shall be in an amount that is 100% of the contract price for each construction contract for any part of the Public Improvements and shall contain a provision that increases the amount of the bond to the extent that the contract price increases by change order•. Developer shall further execute or cause to be executed a valid Maintenance Bond in accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Public Improvements, arising from defective workmanship or materials used therein, for a full period of two years from the date of final acceptance of the Public Improvements constructed under such contract. 4.08. Public Improvements, Generally. Developer shall provide or cause to be provided all Public Improvements foI• the Phase I Development, including any required or necessary public improvement not identified in this Agreement such as streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except to the extent expressly provided in this Agreement, in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Developer shall cause the timely installation of such improvements in accordance with the City Regulations unless otherwise approved herein. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans must be approved by the City's engineer or his or her agent prior to approval of a Final Plat. Construction of such improvements shall not be initiated until a pre - construction conference has been held regarding the proposed construction and City has issued a written notice to proceed. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 10 4.09 Approval of Plats/Plans. Approval by the City, the Citys Engineer or other City employee or representative, of any plans, designs or specifications submitted by Developer pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Designer's engineer, his officers, agents, servants or employees. 4.10. Insurance. (a) Developer shall or shall cause Developer, Walmart or the construction contractors) that will perform the construction work that is the subject of this Agreement to acquire and maintain, during the period of time when any of the Public Improvements are under construction (and until the frill and final completion of the Public Improvements and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Improvements construction contracts, whether by Developer, a contractor, subcontractor, materialman, or otherwise. (b) Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. (c) Should Developer cause Walmart to construct the Public Improvements, Walmart may self -insure to the limits provided in subsection (a) above. In such instance, Developer shall cause Walmart, in lieu of the provisions of part (b) above, to provide an indemnification and hold harmless agreement in favor of the City in a form approved by the City Attorney. If for any reason Developer fails to cause Walmart to provide an indemnification and hold harmless agreement in favor of the City, then this subsection (c) shall not excuse Developer from meeting the requirements in subsections (a) and (b), above. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page r 1 Developer Pays All Costs. In order to be eligible to receive any Project Funds under this Agreement, Developer shall pay, or cause third parties to pay, its engineering, planning, accounting, architectural, legal fees and expenses, survey, testing, laboratory costs, license fees, development fees, land clearing and grading costs, advertising and other bidding costs, amounts due under construction contracts, costs of labor and material, insurance premiums, interest, carry cost, financing fees and all other costs and expenses incurred in connection with the construction of the Infrastructure Improvements, Public Improvements and other features of Phase I Development, 4.12 City Regulations. Developer acknowledges that Phase I Development must comply with all applicable City Regulations. Except to the extent this Agreement provides for stricter or more restrictive requirements than those in applicable City Regulations, the applicable City Regulations shall control; provided, however, that Developer acknowledges that the Project Funds to be paid to Developer in accordance with this Agreement are in lieu of any and all rights to any type of payment or reimbursement by the City for any of the Infrastructure Improvements or Public Improvements and by entering into this Agreement Developer expressly waives any and all of said rights to any type of payment or reimbursement by the City notwithstanding City Regulations or any applicable law. 4.13 Traffic Sim. At the time that Texas Department of Transportation ("TxDOT") grants a request for traffic signal installation at the intersection of Throckniorton Blvd and FM 455, Developer shall fund or cause to be funded any costs that TxDOT may require to be paid for the traffic signal and enter into any necessary agreements with TxDOT and/or the City to provide such funding within the time required by TxDOT, 4.14 Additional Performance Requirements. Incident to the operations of the Walmalt Store and/or other businesses that may locate in the Phase I Development, Developer: (a) must have caused, , at least $5 million in capital investment —separate and apart from the Pl•oject Costs —to be made in Phase I Development by January 1, of the year following the issuance of the Certificate of Occupancy ; (b) must have caused, within 90 days of issuance of a Certificate of Occupancy by the City, at least 200 new jobs to be created within the City; (c) within 30 days after notice and expiration of the Cure Period, repay to the Corporations any funds it may have received from the Corporations INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 12 under this Agreement if Developer fails to timely meet the performance requirements in subsections (a) and (b). The Corporations recognize that store cost and employment data is considered confidential business data guarded by Walmart, but that numerous sources report that new Walmart stores of 150,000 square feet or more employ approximately 300 persons. Accordingly, at the time a Walmart store of 150,000 square feet or more in the Phase I Development is fully operational Developer shall be deemed to have caused the required minimum 200 new jobs to be created in the City for purposes of this Agreement. Likewise, if the private improvements in the Phase I Development are appraised by the Collin Central Appraisal District for $5 Million or more for January 1 of the year following the issuance of the Certificate of Occupancy, Developer shall be deemed to have caused at least $5 million dollars in capital investment in the Phase I Development separate and apart from the Project Costs, Section 5. Payment of Project Funds. 5.01. Pam. To assist with the costs of the Public Improvements and Infrastructure Improvements, and in consideration for the other obligations undertaken by Developer in this Agreement, the Corporations will make annual payments to Developer during the term of this Agreement that when combined shall be equal to - $1,633,012 plus the Cost of Infrastructure Improvements plus the actual Cost of Traffic Signal, up to a combined maximum not -to -exceed amount of $2,934,001 ("Combined Maximum Amount"), subject to Section 5.05 and 5.06 of this Agreement; provided, however, that the Combined Maximum Amount shall be reduced if the Walmart Store that is the subject of this Agreement is less than 170,000 square feet, as set forth in subsection 5.011, below. Said payments will be funded solely from Project Funds, which the Corporations must deposit into and maintain in one or more interest -bearing accounts until the annual payment is due. At the time that each payment is due, the full amount of Project Funds on deposit in said accounts shall be paid to Developer. The first payment shall be due on or before the expiration of 30 days after the anniversary of the Corporations' first actual receipt of Sales and Use Tax. Thereafter, payments of Project Funds are due and payable annually on or before the expiration of the same month during which said first payment was made. 5.011 Payment Reduction. Notwithstanding any other• provision of this Agreement, the Combined Maximum Amount shall be decreased as set forth in this section if the Walmart Store is less than 170,000 square feet. The amount of the percentage decrease of the Combined Maximum Amount will be equal to the percentage reduction in store size below 170,000 square feet provided, (1) the minimum floor area of the Walmart Store shall be 150,000 square feet as required in this Agreement, and (ii) the reduction shall be limited to a maximum of 8% of the Combined Maximum Amount. Byway of example, if the Combined Maximum Amount as set forth in section 5.01 is $2,934,001, and the floor area of the Walmart Store is 160,000 square feet, then the INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 13 Combined Maximum Amount shall be reduced by 5.88% to $2,761482 calculated as follows: (170,000 sq. ft. - 160,000 sq. ft.) / 170,000 = 5.88% and reducing the Combined Maximum Amount by the same said 5.88%; if the floor area of the Walmart Store is 150,000 square feet, then the Combined Maximum Amount shall be reduced by 8% to $2,699,281 since the calculated percent reduction (170,000 sq. ft. - 150,000 sq. ft.) / 170,000 = 11.76%) is greater than the maximum reduction of 8% of the Combined Maximum Amount, 5.02. Reallocation or Refund. If at any time the State Comptroller takes any action that results in a Reallocation or Refund of Sales and Use Tax, the Parties agree to reconcile the corresponding previous payments of Project Funds in the following manner: (a) If the result is an increase of Sales and Use Tax revenue to the Corporations, then 60% of such increase will be deemed to be Project Funds that are due and payable to Developer within 30 days of the Corporations' actual receipt of the revenue representing the increase. (b) If the result is a decrease of Sales and Use Tax revenue to the Corporations or if the Corporations must refund any Sales and Use Tax, then 60% of such decrease or refund will be deemed to be an amount owed to the Corporations by Developer and such amount is due and payable within 30 days after the Corporations have provided written notice to Developer that the Corporations have incurred the decrease or made the refund; provided, however, the Corporations, at their sole option, may —instead of requesting payment from the Developer — subtract the amount of the decrease or refund from one or more future installments of Project Funds that would otherwise be due to be paid to Developer, and if either of the Corporations so opts, that Corporation will provide written notice to Developer of its intent to do so. 5.03. Disputed Amounts. If the Corporations determines that there are disputed amounts with regard to any Project Funds, then the Corporations shall notify Developer in writing of the disputed amount. The Corporations will not be required to pay or accrue interest on such disputed amount while the dispute is being resolved unless such dispute is unreasonable or made in bad faith, in which case interest at the rate of six per cent per annum shall be due and payable pursuant to subsection (a), above, as though the amount were undisputed, from the time that the payment would have been due had it not been disputed. 5.04. Payee Information. With respect to any and every payment due to be paid at any time by the Corporations to Developer under this Agreement, the name of Payee for such payment shall be "Q Seminole Anna Town Center, L.P." and the payment shall be sent or delivered to the following address: INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 14 Q Seminole Anna Town Center, L.P. 5 )56 Sherry Lane Suite 1250 Dallas, TX 75225 Developer may change the name and address of the Payee upon written notice to the Corporations provided at least 15 days in advance of the date that a payment is due. Said written notice must be duly executed by Developer and acknowledged before a Notary Public. 5.05. Revenue Sharinl?. Developer and the Corporations agree that this Agreement is a Revenue Sharing Agreement and that this Agreement should be so interpreted as concerns Texas Tax Code § 321.3022(b) as amended. The City shall request from the State Comptroller the annual information related to the amount of Sales and Use Tax actually collected and shall use commercially reasonable efforts to determine the amount of Sales and Use Tax actually collected from information that is provided by the State Comptroller. If the State Comptroller shall fail to provide the information pursuant to Texas Tax Code § 321.3022(b) as amended; City shall use commercially reasonable efforts to determine the amount of Sales and Use Tax actually collected from information (1) provided by the State Comptroller pursuant to any Waivers of Sales Tax Confidentiality provided by Retailers, (2) provided under any Reporting Contract; and/or (3) otherwise readily available to the City. Thereafter, without disclosing the amount of Sales and Use Tax collected from the Retailers, the City shall provide the Corporations with the calculated amount of the annual payment due to Developer. Notwithstanding any provision of this Agreement, the Corporations shall have no obligations to make an annual payment to Developer as to any year if the City is not able to determine as to that year the amount of Sales and Use Tax actually collected by one of the methods described above. 5.06 Documentation of Actual Amount Paid for Traffic Light. Within 30 days of complete installation of the traffic signal at FM 455 and Throckmorton Blvd., Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the total amount actually paid for the Cost of Traffic Signal. Said documentation shall include but not be limited to true and correct copies of. all of the construction contracts for design and construction of the traffic signal and any and all change order to said contracts; and all canceled checks, receipts for funds wired, and other similar materials evidencing payment of the Cost of Traffic Signal. Notwithstanding any other provision of this Agreement, if the total Cost of Traffic Signal is less than $303,600, then the Combined Maximum Amount set forth in Section 5.01 shall be reduced to reflect said actual Cost of Traffic Signal in an amendment to this Agreement that Parties must execute promptly after said actual costs have been determined. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 15 Section 6. Buy Local Provision. 6.01. Developer agrees to use its commercially reasonable efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business. 6.02. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Collin County. Section 7. Warranties. Developer warrants and represents to Corporations the following: 7.01. Developer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Texas. Developer has all corporate power and authority to carry on its business as presently conducted in the State of Texas. 7.02. Developer has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. 7.03. Developer has timely filed and will timely file all local, State, and Federal tax reports and returns required by law to be filed and all taxes, assessments, fees, and other governmental charges related to the Property, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. 7.04. Developer has received a copy of the Texas Development Corporation Act, Subtitle C 1, Title 12, Texas Local Government Code, and acknowledges that the Project Funds must be utilized solely for purposes authorized under applicable law and by the terms of this Agreement. In this respect, Developer agrees that the sole purpose of the Project Funds is to reimburse certain costs of construction of the Infrastructure hnprovements needed for the Phase I Development and as permitted under Section 501.103 of the Texas Local Government Code. 7.05. The general partner• and any individual executing this Agreement on behalf of Developer are duly authorized to execute this Agreement on behalf of Developer. 7.06. In accordance with Chapter 2264 of the Texas Government Code, Developer certifies that neither it, nor a branch, division, or department of Developer, will ever knowingly employ an undocumented worker and that if, after receiving any public subsidies under this Agreement, Developer, or a branch, division, or department of Developer, is convicted of a violation under 8 U.S.C. §1324a(f), as amended or INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 16 recodified, Developer shall repay the total amount of all public subsidies and/or incentives theretofore received under this Agreement with interest at two percent (2%) per annum not later than the 120th day after the date the Corporations notifies Developer in writing of the violation. 7.07. No litigation or governmental proceeding is pending or, to the knowledge of Developer and its general partner and officers, is threatened against or affecting Developer, or the Property that may result in any material adverse change in Developer's business, properties or operation. 7.08. Developer shall not be in breach of any other contract by entering into and performing this Agreement. Developer shall amend or enter into any other contract that may be necessary for Developer to frilly and timely perform its obligations under this Agreement. Section 8. Miscellaneous. 8.01. Compliance with Laws. Developer shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments related to the Project. 8.02. Non -Discrimination. Developer covenants and agrees that Developer will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services for the Project on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 8.03. Time Periods. Time is of the essence in the performance of this Agreement. 8.04. Force Ma•ei ure. If the Corporations or Developer are prevented, wholly or in part, from fulfilling their respective obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporations or Developer are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible after the occurrence of the cause or causes relied upon. 8.05. Assignment. Except as provided below, Developer may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of City Council and the Corporations, which approval will not be unreasonably withheld or delayed. The Corporations agree, however, that Developer may assign all or part of its rights and obligations under this Agreement to any entity INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 17 affiliated with Developer by reason of controlling, being controlled by, or being under common control with Developer or to a third party lender advancing fiends for the construction or operation of Phase I Development. The Corporations expressly consent to any assignment described in the preceding sentence, and agrees that no further consent of City Council or the Corporations to such an assignment will be required. Developer agrees to provide the Corporations with written notice of any such assignment. The foregoing notwithstanding, any assignment of Developer's rights under this Agreement shall not release Developer from its obligations hereunder. 8.06. INDEMNITY. DEVELOPER COVENANTS TO FULLY INDEMNIFY, DEFEND, SAVE, AND HOLD HARMLESS THE CORPORATIONS, THE CITY, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND ASSOCIATED EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF DEVELOPER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES THAT RELATE IN ANY MANNER TO DEVELOPER'S PERFORMANCE OF THIS AGREEMENT OR TO THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE INFRASTRUCTURE IMPROVEMENTS, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO PUBLIC PROPERTY, DEVELOPER'S OBLIGATIONS UNDER THIS SECTION 8.06 SHALL SURVIVE THE TERM OF THIS AGREEMENT. 8.07. Events of Default by Developer. The following events constitute a default of this Agreement by Developer: (a) The Corporations or City determines that any representation or warranty on behalf of Developer contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to either of the Corporations in connection with this Agreement was incorrect or misleading in any material respect when made. (b) Any attachment or other levy against the Property or any portion thereof with respect to a claim, excluding mechanic's and materiahnan's liens, remains unpaid, undischarged, or not dismissed for a period of 120 days. (c) Developer makes an assignment for the benefit of creditors. INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page IS (d) Developer files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. (e) If taxes owed to the City by Developer become delinquent, and Developer fails to timely and properly follow the legal procedures for protest or contest. (f) Developer fails to timely, frilly and completely comply with any one or more of the material requirements, obligations, duties, terms, conditions or warranties of this Agreement. 8.08. Notice of Default. Should the Corporations or City determine that Developer is in default according to the terms of this Agreement, the Corporations or City shall notify Developer in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Developer to cure the event of default. Should the Corporations fail to timely, fully and completely comply with any one or more of its obligations under this Agreement, such failure shall be an act of default by the Corporations and the Corporations shall have sixty (60) days to cure and remove the Default after receipt of written notice to do so from Developer. 8.09. Estoppel. The Corporations shall, at any time upon reasonable written request by Developer, provide to any interested parties an estoppel certificate or other document evidencing that this Agreement is in frill force and effect, that no event of default by Developer exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of default), the status of completion of any public infrastructure improvements for which economic incentives are being provided by the Corporations, and the payment of funds and/or any other obligations set forth in this Agreement. 8.10. Results of Uncured Default by Developer. After exhausting good faith attempts to address any default during the cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of Developer, as determined by the Board, the following actions must be taken for any default that remains uncured after the Cure Period. Further, Developer shall immediately repay all funds paid by the Corporations to them under this Agreement and shall pay the Corporations reasonable attorney fees and costs of court to collect amounts due to Corporations if not immediately repaid upon demand from the Corporations. Upon full payment by Developer of all sums due, the Corporations and Developer shall have no further obligations to one another under this Agreement. Neither the City, the Corporations, nor Developer may be held liable for any consequential damages. 8.11. No Waiver. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. No waiver of any covenant or condition, INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 19 or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. Any waiver or indulgence of Developer's default may not be considered an estoppel against the Corporations. It is expressly understood that if at any time Developer is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporations to promptly avail itself of the rights and remedies that the Corporations may have, will not be considered a waiver on the part of the Corporations, but the Corporations may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 8.12. Limitation of Remedies. Developer specifically agrees that the Corporations shall only be liable to Developer for the actual amount of the Project Funds to be conveyed to Developer, and shall not be liable to Developer for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by the Corporations under the terms of this Agreement. Payment by the Corporations is strictly limited to those Project Funds so allocated, budgeted, and actually received solely during the term of this Agreement. Payments to be made shall also require a written request from Developer to be accompanied by all necessary supporting documentation in accordance with this Agreement. 8.13. Notices. Any notice and/or• statement required and permitted to be delivered shall be deemed delivered by depositing the same in the United States mail, certified with return receipt requested, proper postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the Parties in writing. DEVELOPER: Q Seminole Anna Town Center, L.P. 5956 Sherry Lane Suite 1250 Dallas, Texas 75225 CORPORATIONS: Anna Economic Development Corporation Attn: Chief Administrative Officer 111 N. Powell Pkwy, P.O. Box 776, Anna, Texas 7540M776 Anna Community Development Corporation Attn: Chief Administrative Officer 1 I I N. Powell Pkwy, P.O. Box 776, INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 20 Anna, Texas 75409-0776 A copy of all notices and correspondence sent to the Corporations must be sent to the City and the City Attorney at the following respective addresses: City of Anna Attn.: City Manager 1 I I N. Powell Pkwy, P.O. Box 776, Anna, Texas 75409-0776 Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 205 Frisco, Texas 75034 Notice is effective upon deposit in the United States mail in the manner provided above. 8.14. Incorporation of Other Documents. The Exhibits referenced in this Agreement and attached hereto are incorporated herein as if set forth in full for all purposes. Said Exhibits include the following$ Exhibit A, Legal description of the Property Exhibit B, Cost of Infrastructure Improvements Exhibit C, Water System Improvements Exhibit D, Sanitary Sewer System Improvements Exhibit E, Road Improvements Exhibit F, Storm Sewer Improvements Exhibit G, Phase I Development Exhibit H, Walmart Site Plan Exhibit I, Legal description of Elevated Tower Site Exhibit J, Access, Electric and Water Easements Exhibit K, Waterline site plan Exhibit L, Waiver of Sales Tax Confidentiality 8.15. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 8.16. Relationship of Parties. In performing this Agreement, both the Corporations and Developer will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. At no time shall the Corporations or the City have any control over or charge of Developer's design, INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 21 construction or installation of any of the Infrastructure Improvements that are the subject of this agreement, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise between the Corporations and Developer. 8.17 Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 8.18 Severability. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the Parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 8.19. Venue. Venue for any legal action related to this Agreement is in Collin County, Texas. 8.20. Interpretation. The Parties have been represented by counsel of their choosing in the negotiation and preparation of this Agreement. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. 8.21. Sole Agreement. This Agreement constitutes the sole Agreement between the Corporations and Developer. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 8.22. Third Party Beneficiaries. Except and solely to the extent that this Agreement benefits the City, this Agreement is not intended to confer any rights, privileges or causes of action upon any third party. INCENTIVE AGREEMENT POR NEW ECONOMIC DEVELOPMENT Page 22 8.23. Binding Agreement. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. 8.24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and the binding agreement of each Party to the terms herein, but all of which together will constitute one and the same instrument. 8.25 Recordingparties agree that this Agreement shall not be recorded. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 23 EXECUTED BY THE PARTIES: Q SEMINOLE ANNA TOWN CENTER, L.P., a Texas limited partnership By: ANNA TC GP, LLC, its general partner By: William H. Vanderstraaten, its Manager State of Texas County of Collin Before me, on this day personally appeared William H. Vanderstraaten, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in his capacity as Manager of Anna TC GP, LLC, general partner for Q Seminole Anna Town Center, L.P., for the purposes and consideration therein expressed. Given under my hand and seal of office this day of Notary —State of Texas 2015. ANNA ECONOMIC DEVELOPMENT CORPORATION, a Texas Type A development corporation By: Constance Ann Stump, its President State of Texas County of Collin Before me, on this day personally appeared Constance Ann Stump, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same in her capacity as President of Anna Economic Development Corporation for the purposes and consideration therein expressed. Given under my hand and seal of office this day of 2015. Notary —State of Texas INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 24 ANNA COMMUNITY DEVELOPMENT CORPORATION, a Texas Type B development corporation By: John Houcek, its President State of Texas County of Collin Before me, on this day personally appeared John Houcelc, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that she executed the same in her capacity as President of Anna Economic Development Corporation for the purposes and consideration therein expressed. Given under my hand and seal of office this day of Notary —State of Texas 2015. Joining for the sole purposes of the acknowledging the authorization of this Agreement by City Council resolution as stated in Section 1 and acceptance of the obligation to make request to the State Comptroller and calculate the amount of annual payments as provided by Section 5.05 of this Agreement: CITY OF ANNA, a Texas municipal corporation By: Attest: Mike Crist, Mayor Natha Wilkison, City Secretary INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 25 Exhibit A Metes and Bounds Description LEGAL DESCRIPTION 115.61 ACRES BEING of a tract of land out of the W.S. Rattan Survey, Abstract No. 752, Thomas Rattan Survey, Abstract No. 782 and the F.T. Duffau Survey, Abstract No. 288 in the City of Anna, Collin County, Texas, being part of the 107.52 acre tract of land described in deed to Seminole Anna Town Center, L.P. recorded in Instrument No. 20080128000100640, Official Public Records of Collin County, Texas, part of the 4.10 acre tract of land described in deed to Seminole Anna 4, Ltd. recorded in Instrument No. 20080731000931550, Official Public Records of Collin County, Texas, part of the 5.80 acre tract of land described in deed to Seminole Anna 6, Ltd. recorded in Instrument No. 20080731000931560, Official Public Records of Collin County, Texas and being more particularly described as follows: BEGINNING at a point in the east right -of --way line of U.S. Highway 75 (variable width ROW) for the northwest corner of said 107.52 acre tract and the southwest corner of a tract of land described in deed to MJLA Adams, Ltd., recorded in Instrument No 20110505000432590, Official Public Records of Collin County, Texas; THENCE with the south line of said MJLA Adams tract, North 89°18'S3" East, a distance of 965.84 feet to a point for corner in the west line of a tract of all described in deed to Tow-J Properties recorded in Instrument No. 20080590005062500, Official Public Records of Collin County, Texas; THENCE with the west line of said Tow-J Properties tract, South 00028148" West, a distance of 1549.17 feet to a point for corner; THENCE with the south line of said Tow-J Properties tract, South 89°20'45" East, a distance of 165.07 feet to a point for the northwest corner of Creekside Phase 3, an addition to the City of Anna according to the plat thereof recorded in Cabinet P. Page 60 oIs the Map Records of Collin County, Texas; THENCE the west line of said Creekside Phase 3, the west line of Creekside Phase 2, an addition to the City of Anna according to the plat thereof recorded in Cabinet P. Page 60 of the Map Records of Collin County, Texas and the west line of Creekside Phase 1, an addition to the City of Anna according to the plat thereof recorded in Cabinet 0, Page 32 of the Map Records of Collin County, Texas, South 00°13'51" West, a distance oIs 2412.19 feet to a point for corner in the north right -of --way of White Road (FM 455, a variable width ROW); THENCE with said north right-of-way line, the following courses and distances to wit: North 79°25'49" West, a distance of 46.42 feet to a point for corner; North 86°5328 West, a distance of 211.81 feet to a point for corner; South 88°02'21" West, a distance of 410.02 feet to a point for corner; South 85°33'01" West, a distance of 98.80 feet to a point for corner; South 88°2617 West, a distance of 129.91 feet to a point for corner; THENCE leaving the north right -of --way of said White Road, the following courses and distances to wit: North 01 °00'26" West, a distance of 187.04 feet to a point for corner; South 87°09'29" West, a distance of 371.58 feet to a point for corner; South 56059'16" West, a distance of 62.37 feet to a point for corner in the west right-of-way line of said U.S. Highway 75; THENCE with the west right-of-way line of said U.S. Highway 75, the following courses and distances to wit: North 33005'36" West, a distance of 340.90 feet to a point for corner; North 06031'14" West, a distance of 205.30 feet to a point for corner; North 01054'12" East, a distance of 200.62 feet to a point for corner; North 07036'50" East, a distance of 800.00 feet to a point for corner; North 06010'54" East, a distance of 200.06 feet to a point for corner; North 07036'50" East, a distance of 1400.00 feet to a point for corner; North 05027'50" East, a distance of 400.28 feet to a point for corner; North 10028'35" East, a distance of 360.20 feet to the POINT OF BEGINNING and containing 115.61 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. Exhibit L Waiver of Sales Tax Confidentiality and Authorization for Release (name of company), a (type of company), holding Texas sales tax permit number ,hereby waives the right of sales tax information confidentiality as provided by Section 321.3022(f) of the Texas Tax Code and authorizes the Office of the Texas Comptroller of Public Accounts to provide any and all information, to the City Manager of the City of Anna, Texas related to sales and use taxes paid to the City and/or the City's development corporations on behalf of (name of company) for sales attributable to its locations) in the City of Anna, Texas. (name of company) has furnished this Waiver of Sales Tax Confidentiality and Authorization for Release in connection with sales tax incentive agreements entered into by the City of Anna's development corporations that requires the submission of this information. This waiver shall be in effect until termination of said sales tax incentive agreements. EXECUTED on this day of , 20 sy: (name of company) (printed name and title) Exhibit A Metes and Bounds Description LEGAL DESCRIPTION 115.61 ACRES BEING of a tract of land out of the W.S. Rattan Survey, Abstract No. 752, Thomas Rattan Survey, Abstract No. 782 and the F.T. Duffau Survey, Abstract No. 288 in the City of Anna, Collin County, Texas, being part of the 107.52 acre tract of land described in deed to Seminole Anna Town Center, L.P. recorded in Instrument No. 20080128000100640, Official Public Records of Collin County, Texas, part of the 4.10 acre tract of land described in deed to Seminole Anna 4, Ltd. recorded in Instrument No. 20080731000931550, Official Public Records of Collin County, Texas, part of the 5.80 acre tract of land described in deed to Seminole Anna 6, Ltd. recorded in Instrument No. 20080731000931560, Official Public Records of Collin County, Texas and being more particularly described as follows: BEGINNING at a point in the east right -of --way line of U.S. Highway 75 (variable width ROW) for the northwest corner of said 107.52 acre tract and the southwest corner of a tract of land described in deed to MJLA Adams, Ltd., recorded in Instrument No 20110505000432590, Official Public Records of Collin County, Texas; THENCE with the south line of said MJLA Adams tract, North 89°18'S3" East, a distance of 965.84 feet to a point for corner in the west line of a haet of land described in deed to Tow-J Properties recorded in Instrument No. 20080590005062500, Official Public Records of Collin County, Texas; THENCE with the west line of said Tow-J Properties tract, South 00°28'48" West, a distance of 1549.17 feet to a point for corner; THENCE with the south line of said Tow-J Properties tract, South 89°20'45" East, a distance of 165.07 feet to a point for the northwest corner of Creekside Phase 3, an addition to the City of Anna according to the plat thereof recorded in Cabinet P. Page 60 of the Map Records of Collin County, Texas, THENCE the west line of said Creekside Phase 3, the west line of Creekside Phase 2, an addition to the City of Anna according to the plat thereof recorded in Cabinet P. Page 60 of the Map Records of Collin County, Texas and the west line of Creekside Phase 1, an addition to the City of Anna according to the plat thereof recorded in Cabinet 0, Page 32 of the Map Records of Collin County, Texas, South 00°13'51" West, a distance of 2412.19 feet to a point for corner in the north right-of-way of White Road (FM 455, a variable width ROW); THENCE with said north right -of --way line, the following courses and distances to wit: North 79°25'49" West, a distance of 4F>.42 feet to a point for corner; North 86°5328 West, a distance of 21 t 81 feet to a point for corner, South 88°02'21" West, a distance of 410.02 feet to a point for corner; South 85°33'01" West, a distance of 98.80 feet to a point for corner, South 88°26'17" West, a distance of 129.91 feet to a point foi corner; THENCE leaving the north right -of --way of said White Road, the following courses and distances to wit$ North 01 °00'26" West, a distance of 187.04 feet to a point for corner; South 87009'29" West, a distance of 371.58 feet to a point for corner, South 56059116" West, a distance of 62.37 feet to a point for corner in the west right -of --way line of said U.S. Highway 75, THENCE with the west right -of --way line of said U.S. Highway 75, the following courses and distances to wit: North 33005'36" West, a distance of 340.90 feet to a point for corner; North 06031'14" West, a distance of 205.30 feet to a point for corner; North 01054'12" East, a distance of 200.62 feet to a point for corner; North 07036'50" East, a distance of 800.00 feet to a point for corner; North 06010'54" East, a distance of 200.06 feet to a point for corner; North 07036'50" East, a distance of 1400.00 feet to a point for corner; North 05027'50" East, a distance of 400.28 feet to a point for corner; North 10028'35" East, a distance of 360.20 feet to the POINT OF BEGINNING and containing 115.61 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests Implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. COST OT INFRASTRUCTURE IMPROV>J1VI1✓NT5 Infrastructure Improvements Estimated Cost Percentage Contribution by the Corporations Amount to be Contributed by the Corporations 12" Throckmorton Blvd. water line labeled as water line "A" in Exhibit C. $95,943 50% $472972 Oversizing from 8" to 12" the water line labeled as water line "B" in Exhibit C. $5,293 100% $5,293 12" & 15" sanitary sewer line labeled as sanitary sewer line "C" in Exhibit D. $94,390 50% $47,195 12" sauitary sewer line labeled as sanitary sewer line "D" in ExhibitD. $65,382 100% $65,382 Oversizutg from 8" to 15" the remainder of the Throckntarton Blvd. sanitary sewer line labeled as sanitary sewer line 'I" in Exhibit D. $182837 100% $18,837 FM 455 tight turn lane shown in Exhibit E. $78,900 50% $3%450 U.S. Hwy 75 right turn lane as shown in Exhibit E. $78,900 50% $392450 Full width of Throckntorton Blvd, through the Phase I Development including, pavement, sidewalks, street lights and landscaping as shown in Exhibit E. $619,306 50% $309,653 Internal main common access drive through the Phase IDevelopment as shown in Exhibit E. $373,972 50% $186,986 Shared storm sewer line as shown in Exhibit F. $190,057 50% $95,029 Public storm sewer line as shown in Exhibit F. $312,884 50% $156,442 Total Cost of Infrastructure Improvements Contributed by the Corporations $1,933,864 $1,0115689 Traffic Signal $289,300 100% $2892300 Total Costs Contributed by the Corporations Including Traffic Signal $21223,164 $1,300,989 0 o� J� N `C O ni 0. vYO w Naz c9 goo l � rl. — FH = _ FM 455 (WHITE ROAD) (A VARIABLE WIDTH RIGHT�OF•WAY) LEGEND THROCKMORTON :.. \ WATER LINE DIFFERENCE B " BETWEEN 8" & 12" WATER LINE GRAPHIC SCALE IN FEET Ho rn it i Q N F- 4l S m 0 -� ��•, `,� �\ci O ' If.r: FM 455 (WHITE ROAD) (A VARIABLE WIDTH RIGHT-0E-WAY) f? 4 t.'). LEGEND SHARED SANITARY OEF SANITARY SEWER E OVERSIZED 811A5" REMAINDER EXHIBIT „I�" 250 ____125 0 250 SL W E R NORTH GRAPHIC SCALE IN FEET m 0 o > 1OO rI in 0 W a<z �- 0 goo US 75 RIGHT - - --- 1 ' TURN LANE / I ,I , f 36' PAVEMENT i L - - Z9 I� p / 40' PAVEMENT, SIDEWALKS, ( \. ; STREETLIGHTS, AND - - I'LANDSCAPING (TYP.) I OR I z < % \, INTERNAL MAINM G COMMON ACCESS r I kp - -- E � ((-' FM 455 (WHITE ROAD) FM 455 RIGHT (A VARIABLE WIDTHRIOHT-OF-WAY) TURN LANE E_9 LEGEND 0000�0•i � ' • • ' • � E�4SSSS:•:�eeeeew... \\\\\\\\\\\\\\0 ,,� ,*Horn II F N 5 a N f i u ` I - `1---- - - LEGEND .0•000.0❖.•.�.� ........... y FM 455 (WHITE ROAD) I y (A VARIABLE WIDTH RIGHT-0E-WAY) SHARED STORM LINE _ _ 1 - = 1 o f 3 ii E LZ W oL �� ` l I U 02 I =a i i ( r r I I t - J t _ PUBLIC STORM LINE i i V= i • GRAPHIC SCALE IN FEET pp '' �; n a ph• � N N t G • a �tzi= i Oaa. O o w aQZZ II to — 4 -- — _ — f do d to - — do — do do t -- j f -- 1 - or rl If I I (� Ij I j ; - t . do I�odo do f f — — — I - \�LL j I m3 - - _ d do -� o t 1 - - ._ I _ I _--._.I i X_ PHASE 1 I iL o ( _. :'- DEVELOPMENT I i Q i 1 ' \` - - I - food, d I-- -- - do do d do md— coq s do - IL do, _ - - ''cS �3 do -do 41 -.-do -_ �+ door d' — —do ordw =1 {r FM 455 (WHITE ROAD) do 1 (A VARIABLE WIDTH RIGHT-OF•WAY) f7 I td_ \ c.7 \ EXHIBIT "G" PHASE 1 DEVELOPMENT 2e� 0 2so NGRTH GRAPHIC SCALE IN FEET I ; 1I Ililt � I _ I - uuTrlII��_..�.,. lot i IfIfOfl if I IfOfI i�+I If0 l lf�l l I h > z4 I _ _ 'I I}}}I Itlt�l lifi I li Dii l WALMART STORE I v i o — — - �€ flNff�Nif{fll I{ SITE PLAN r I U � i a \ 9 W.51 INS INfOHI�tIHOElIfl I Ino I� i i ! \ IflfIKHIMII 90 goy li s IL =- -- t I FM 455 (WHITE ROAD) (INVARIABLE WIDTH R(GHT-0FVAY) �3 EXHIBIT "H" WALMART STORE SITE PLAN 250 125 0 250 \ NORTH GRAPHIC SCALE IN FEET , a E141114WITMU t3EING a tract of land out of the W.S. Ration Survey, Abstract No. 752 in the City of Anna, Collin County, Texas, being part of a called 107.52 acre tract of land described in Special Warranty Deed with Vendor's Lien to Q Seminole Anna Town Center, L.P. recorded in instrument No. 20080128000100640, Official Public Records of Collin County, Texas and being more particularly described as follows: COMMENCING at airon rod with "Geer 4117" cap found for corner in the east right -of --way line of U.S. Highway 75 (variable width right-of-way) for the northwest corner of said 107.52 acre tract and the southwest corner of a tract of land described in Special Warranty Deed to MJLA Adams, Ltd., recorded in Instrument No. 20110505000462590, Official Public Records of Collin County, Texas; THENCE with the north line of said 107.52 acre tract, North 89°18'53" East, a distance of 965,84 feet to a 3/8" iron rod found for corner in the west line of a tract of land described in Quitclaim Deed to Two-J Properties recorded in Instrument No. 20080509000562500, Official Public Records of Collin County, Texas; THENCE with the west line of said Two-J Properties tract, South 0°28'48" West, a distance of 754.81 feet to a point for corner; THENCE leaving the west line of said Two-J Properties fract, North 89°20'59" West, a distance of 56.08 feet to a 5/8" iron rod with "KHA" cap set at the POINT OF BEGINNING; THENCE the following courses and distances: South 41 °04'19" East, a distance of 33.28 feet to a 5/8" iron rod with "KHA" cap set at the beginning of a non -tangent curve to the right having a central angle of 38°1154", a radius of 335.00 feet, a chord bearing and distance of South 28°26'36" West, 219.23 feet; In a southwesterly direction, with said curve to the right, an arc distance of 223.34 feet to a 5/8" iron rod with "KHA" cap set at the end of said curve; South 47032'33" West, a distance of 121.98 feet to a 5/8" iron rod with "KHA" cap set at the beginning of a tangent curve to the left having a central angle of 3°39'54", a radius of 395.00 feet, a chord bearing and distance of South 45°42'36" West, 25.26 feet; In a southwesterly direction, with said curve to the left, an arc distance of 25.27 feet to a 5/8" iron rod with "KHA" cap set at the end of said curve; from said point a wood post found for the southwest corner of said Two-J Properties tract bears South 26°42'25" East, a distance of 534.13 feet; North 46007'22" West, a distance of 189.00 feet to a 5/8" iron rod with "KHA" cap set for corner; North 0°39'01" East, a distance of 190.53 feet to a 5/8" iron rod with "KHA" cap set for corner; from said point the 1/2" iron rod with "Geer 4117" cap found at the northwest corner of said 107.52 acre tract bears North 38003'57" West, a distance of 938.53 feet; South 89020'59" East, a distance of 324.73 feet to the POINT OF BEGINNING and containing 1.809 acres or 78,792 square feet of land. Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North American Datum of 1983. DANA BROWN REGISTEREb PROFE5510NAL LAND SURVEYOR NO.5336 12750 MERIT DRIVE, SUITE 10( )ALLAS, TEXAS 75251 PH. 972-770-1300 dana.brown@lcimley-hom.com E Ki ey))) H o r 610%1 �.12750 Merit D „E E E ®®�®®� MJLA ADAMS, LTD. INST. NO.20110605000462590 P •0. C• O.P.R.C.C.T. S, \ 1!2' IRFC — — O \'GEER411r CO QI \ j Q \ 1/24 IRFC 'GEER 4117• (N 84.29' E 2,741) 1/2' IRFC °GEER 4117' NORTH 0 100 200 GRAPHIC SCALE IN FEET LEGEND N89°18'53"E 965.84' \\n'CALLED 107.52 ACRES \o� O SEMINOLE ANNA TOWN CENTER, L.P. \sue INST. NO.20080128000100640 \�G O.P.R.C.C.T. \ S89°20'59"E—I tin 0 =CENTRAL ANGLE P.O.C. = POINT OF COMMENCING P.O.B. = POINT OF BEGINNING IRSC = 5/8" IRON ROD W/ "KHA" CAP SET IRFC = IRON ROD W/CAP FOUND O.P.R.C.C.T. = OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS NOTES \ 324,73' NO°39'01"E� P•O•B• 190653, 1.809 ACRES All comers of water tank site area 5/8" iron rod with "KHA" cap set unless otherwise noted. Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North American Datum of 1983. WATER TANK SITE W.S. RATTON SURVEY ABSTRACT NO.752 CITY OF ANNA COLLIN COUNTY, TEXAS 78,792 SQ.FT. 31V IRF 56.08' N46°07'22"W� � 121.98' 189.00' �o I �w TWO•J PROPERTIES S 1 INST. NO. 20080509000562500 O.P.R.C.C.T. 9"E 33.28' {-A=38°11'54° R=335.00' I L=223.34' CB=S28°26'36"W C=219,23' \ R=395.00' L=25.27' \ CB=S45°42'36"W \ C=25.26' \Nas \c� tit, I \ I \ WOOD POST Kimle >>>Horn 12760 Alerit Ddve, Suite 1000 Tel. No. (972)770A300 Deltas, Texas 76251 FIRM # 10116500 Fax No. (972) 2393820 Salo Dmym by Checked by Date ritolect No. Shoot No. 1' = 200' SLJ DAB OCT 2014 0644855M 2 OF 2 / 1" (7/14 Parcel No. IA FIELD NOTE DESCRIPTION FOR PERMANENT 204EET WIDE WATER LINE EASEMENT OVER, UNDER, AND ACROSS THE PROPERTY OF Q SEMINOLE ANNA TOWN CENTER, LP (INSTRUMENT NUMBER 201311250015776609 DEED RECORDS OF COLLIN COUNTY, TEXAS) BEING a strip of land fora 20-feet wide permanent water lute easement and being over, under and across a 7.90 acre tract located in the Thomas Rattan Survey, Abstract No. 0782, Collin County, Texas, conveyed to Q Seminole Anna Town Center, LP by a deed recorded in Instrument Number 20131125001577660, of the Deed Records of Collin County, Texas (D.RC.C.T.). Said strip of land being more particularly described as follows: BEGINNING at a point on the common north and south property Line of said 7.90 acre Q Seminole Anna Town Center, LP tract and a 86.032 acre tract conveyed to Q Seminole Anna Town Center, LP by a deed recorded in Instrument Number 20080128000100640, of the D.R.C.C.T., said point being on the future east right-of-way line of U.S. Highway 75 (a TXDOT highway), said point also being S 22°04'30" E, a distance of 111.51 feet from a 5/8" iron rod found, said iron rod being on the existing east right-of-way line of said U.S. Highway 75, said iron rod also being on the west property line of said 86.032 acre Q Seminole Anna Town Center, LP tract, said point of beginning also being N 26°34'23" E, a distance of 109.45 feet from a 5/8" iron rod found in the existing east right -of --way line of said U.S. Highway 75 and the west property line of said 86.032 acre Q Seminole Anna Town Center, LP tract; THENCE, N 88°57'03" E, leaving the said future east right -of --way line of U.S. Highway 75 and along the common property line of said Q Seminole Anna Town Center, LP tracts, a distance of 20.02 feet to a point fox a corner; THENCE, S 3°55'30" E, leaving said common property line and being 20-feet perpendicular distance from and parallel to the said fuhnre east right -of --way line of U.S. Highway 75, a distance of 375.35 feet to a point for a corner; THENCE, S 33°09'32" E, being 20-£eet perpendicular distance from and parallel to the common line of the west property line of said 7.90 acre Q Seminole Anna Town Center, LP tract and the said existing east right- ofway of U.S. Highway 75, a distance of 53.26 feet to a point for a corner; THENCE, S 56°50'28" W, a distance of 20.00 feet to a point for a corner, said point being on the common Iine of the west property line of said 7.90 acre Q Senunole Anna Town Center, LP tract and the said existing east right-of-way of U.S. Highway 75, THENCE, N 33°09'32" W, along the common line of the west property line of said 7.90 acre Q Seminole Anna Town Center, LP tract and the said existing east right -of --way of U.S. Highway 75, a distance of 58.48 feet to a point £or a corner, said point being at the intersection of the said existing and future east right -of way line of U.S. Highway 75; Page 1 of 3 h:\pmjcclslwmnN20141 I IleemtslalsWUcdplions\puccl In doc 11" 0/11 Parcel No. ]A THENCE, N 3°5530 W, leaving said common line of the west property no of said 7.90 acre Q Seminole Anna Town Center, LP tract and the said existing east right -of --way of U.S. Highway 75 and being along the said future east right -of way line of U.S. 75, a distance of 381.57 feet to the POINT OF BEGINNING, said permanent 204eet wide water line easement containing 0.20 acre (8,686.59 square feet), more or less. Also, a temporary construction easement being 20-feet in width and immediately adjacent to and parallel with the eastern legs of the above described 204eet wide permanent water line easement, said temporary construction easement containing 0.19 acre (8,457.86 square feet), more or less. 1. Bearings and distances cited in this field note description are based on the Texas State Plane Coordinate System, NAD-83, Texas North Central Zone 4202, Surface to Grid Scale Factor .999851837. 2. Field surveys concluded on October 21, 2014. 3. An Easement Plat of even date herewith accompanies this Field Note Description. ....:......................:.... GARY CLINTON HENDRICKS 4460 .A 6073 ��40 �•9 �4 ssrq� 0¢� 4, S U R� ^d' Crary C. Hendricks, P.E., R.P.L.S. T.B.P.L.S. Firm No. 10031800 Texas Registration No, 5073 Birkhoff, Hendricks &Carter, L.L.P. T.B.P.E. Firm No. 526 ll910 Greenville Avenue, Suite 600 Dallas, Texas 75243 Phone: 214-3614900 Page 2 of 3 h:\proJecls�annai201A111\esmt�lalsldescripfionalparcel ta.doc (OVON SUHM) 99 *FTA EXHIBIT J N Z W (n = O w z� Z z a�W� 0 OR Q ~ LJ U�L.LJ ao Q a� V (� Z :� F_-s O 00 O o z O LLJ z w M Z zs� \ o •a a � "rL'"4 � = Z E� o3�uiN o Z W ILZq aQ UI N �N @ Z Ix U W a�v; Tool,- o 0 0 se 0 a W i�•r`'. (nk tjZ 3 in vow Ir W w W N Now qn<j F8I z CD w 0 g \ �a. � rn aD) C U MOo FL _boom U N Ld O o a Z� o NdN Q / O C4 M MP'}WS3 dt laoaod S}nid s}old—}ws3 t t lt•LOZ ouud s}ao ad ii NOS83QNVH — t•t Qi t t 03SIA32 /1"/11AV Parse/ No. 1 FIELD NOTE DESCRIPTION FOR PERMANENT 20-FEET WIDE WATER LINE EASEMENT OVER, UNDER, AND ACROSS THE PROPERTY OF Q SEMINOLE ANNA TOWN CENTER, LP (INSTRUMENT NUMBER 20080128000100640, DEED RECORDS OF COLLIN COUNTY, TEXAS) BEING two 20-feet wide strips of land for a permanent water line easement and being over, under and across a 86.032 acre tract located in the W. S. Rattan Survey, Abstract No. 0752, Collin County, Texas, conveyed to Q Seminole Anna Town Center, LP by a deed recorded in Instrument Number 20080128000100640, of the Deed Records of Collin County, Texas (D.R.C.C.T.). Said strip of land being more particularly described in two tracts as follows: TRACT 1: BEGINNING at a point on the west property line of said 86.032 acre Q Seminole Anna Town Center, LP tract and being on the east right-ofway line of U.S. 75 (a TxDOT highway), said point being N 7°44'36" E, a distance of 374.88 feet from a wood right -of way marker found in the east right-ofway line of said U.S. 75, said wood right-ofway marker also being in the west property line of said 86.032 acre Q Seminole Anna Town Center, LP tract; THENCE, N 7°35'46" E (N 6°20'09" E pex recorded deed of said 86.032 acre Q Seminole Anna Town Center, LP tract), along the common property and right-ofway line, a distance of 20.00 feet to a capped iron rod found for a corner; THENCE, S 82024014" E, leaving said common property and right-ofway line, a distance of 45.92 feet to a point for a corner, said point being on the future TxDOT east right -of --way line of said U.S. 75; TIIENCE, N 7035'46" E, continuing along said right -of --way line, a distance of 80.02 feet to a point for a corner, said point being on the north line of a proposed 80-feet wide access easement (by separate instrument); THENCE, S 82°23204" E, leaving said right -of --way line and continuing along said proposed access easement, a distance of 20.00 feet to a point for a corner; TIIENCE, S 7036'56" W, crossing said proposed access easement to the south line, a distance of 80.01 feet to a point for a corner, said point being on the south line of said proposed access easement; THENCE, S 82°24' 14" E, along the south line of said proposed access easement, a distance of 80.09 feet to a capped iron rod found for a coiner, said point being the beginning of a curve to the left; THENCE, continuing along said access easement and along said curve having a radius of 405.27 feet, a central angle of 44°08' 16", and an arc distance of 312.20 feet (chord bearing - N 75°31'38" E and chord distance of 304.54 feet) to a capped iron rod found for corner, said iron rod being the beginning of a curve to the right; THENCE, continuing along said access easement and along said curve having a radius of 326.10 feet, a central angle of 37°03'S0", and an arc distance of 210.95 feet (chord bearing - N 72°03114" E and chord distance of 207.29 feet) to a capped iron rod found for corner; Page 1 of 4 h;\oroiecls\annn`20l41I I`esml olals\drserinlions�nmcel I dnc ll/17/11 Parcel No. 1 THENCE, S 89°2451" E, continuing along said proposed access easement, a distance of 59.52 feet to a capped iron rod found for a corner, said iron rod being in the northwest corner of a proposed elevated storage tank property site (by separate instrument); THENCE, S 00°3720 W, leaving said proposed access easement and continuing along the west property line of said proposed elevated storage tank site, a distance of 20.00 feet to a point for a corner; THENCE, N 89°24'S 1" W, leaving said proposed elevated storage tank site, a distance of 59.51 feet to a point for a corner, said point being the beginning of a curve to the left; THENCE, along said curve having a radius of 306.10 feet, a central angle of 37°03'43", and an arc distance of 198.00 feet (chord bearing - S 72°03' 18" W and chord distance of 194,57 feet) to a point for corner, said point being the beginning of a curve to the right; THENCE, along said curve having a radius of 425.27 feet, a central angle of 44°08' 10", and an arc distance of 327.59 feet (chord bearing - S 75°31'41" W and chord distance of 319.55 feet) to a point for corner; THENCE, N 82°24' 14" W, distance of 80.09 feet to a point for a corner; THENCE, the following courses and distances being at all times 20-feef perpendicular fiom and parallel with the future east right-of-way line of U.S. 756 THENCE, S 7°36'S6" W, distance of 369.02 feet to a point for a corner; THENCE, S 5°50'24" W, distance of 500.45 feet to a point for a corner; THENCE, S 9014518" W, distance of 600.49 feet to a point for a corner; THENCE, S 70367S6" W, distance of 698.81 feet to a point for a corner; THENCE, S 3 One) '34" W, distance of 198.35 feet to a point for a corner, said point being S 88°57'03" E, a distance of 598.64 feet from a 1/2" iron rod found at an interior corner of said 86.032 acre Q Seminole Anna Town Center, LP tract and a northeast coiner of a 7.9 acre tract conveyed to Q Seminole Anna Town Center, LP by a deed recorded in Instrument Number 20131125001577660, of the D.R.C.C.T.; THENCE, S 88°57'03" W. distance of 20,05 feet to a point for a corner, said point being on the future TxDOT east right -of --way line of said U.S. 75; THENCE, the following courses and distances being along said future east right -of --way line of U.S. 75; THENCE, N 3002134" E, a distance of 200.58 feet to a point for a corner; THENCE, N 7036'56" E, a distance of 699.89 feet to a point for a coiner; THENCE, N 9014' 18" E, a distance of 600.18 feet to a point for a corner; THENCE, N 5°50'24" E, a distance of 500.16 feet to a point for a corner; THENCE, N 7036'56" E, a distance of 369.32 feet to a point fox a corner; THENCE, N 82°2414" W, leaving said futuue TxDOT east right -of --way Line of U.S. 75, a distance of 45.91 feet to the POINT OF BEGINNING, said permanent 20-feet wide water if easement containing 1.46 acres (63,570.79 square feet), more or less. Page 2 of 4 h \nrnirrlatnnnni9°Idiil\rani nlmddrvriminn,lna.r�itdnr I1"/11if Parcel No. I Also, a temporary construction easement being 20-feet in width and immediately adjacent to and parallel with the southern and eastern legs of the above described permanent 204ect wide water line easement, said temporary construction easement containing 1.42 acres (61,841.07 square feet), more or less. TRACT 2: BEGINNING at a point on the east property line of said 86.032 acre Q Seminole Anna Town Center, LP tract and being on the west property line of a 50.53 acre tract conveyed to Two-J Partners LLLP by a deed recorded in Instrument Number 20080509000562500, of the D.R.C.C.T., said point being N 11'33'47" W, a distance of 792.13 feet from a 3/8" iron rod found, said iron rod being in a northeast corner of said 86.032 acre Q Seminole Anna Town Center, LP tract and on a south property line of said Two-J Partners LLLP tract, said iron rod also being the northwest comer of a 26.884 acre tract of land being Creekside Phase 3, an addition to the City of Anna as recorded by Subdivision Number S8453, of the Plat Records of Collin County, Texas (P.R.C.C.T.); THENCE, N 89°20'32" W, leaving said common property line, a distance of 37.97 feet to a point for a corner, said point being in a northeast corner of said proposed elevated storage tank site; THENCE, N 41011544" W, along a northeast property line of said proposed elevated storage tank site, a distance of 26.85 feet to a capped iron rod found for a corner, said iron rod being in a southeast corner of said proposed access easement; TFIENCE, S 89°20532" E, leaving common line of said proposed elevated storage tank site and said proposed access easement, a distance of 55.83 feet to a point for a corner, said point being on the common property line of said 86.032 acre Q Seminole Anna Town Center, LP tract and said Two-J Partners LLLP tract, said point also being S 28°31'54" E, a distance of 114.56 from a capped iron rod found within said 86.032 acre Q Seminole Anna Town Center, LP tract and at the northeast corner of said proposed wide access easement; THENCE, S 0°30' 15" W, along said common property line of said 86.032 acre Q Seminole Anna Town Center, LP tract and said Two-J Partners LLLP tract, a distance of 20.00 feet to the POINT OF BEGINNING, said permanent 204eet wide water line easement containing 0.02 acre (938.02 square feet), more or less. Also, a temporary construction easement being variable in width and immediately adjacent to and parallel with the southern leg of the above described permanent 204eet wide water line easement, said temporary construction easement containing 0.02 acre (703.61 square feet), more or less. 1. Bearings and distances cited in this field note description are based on the Texas State Plane Coordinate System, NAD-83, Texas North Central Zone 4202, Grid Scale Factor .999851837. 2. Field surveys concluded on October 21, 2014. 3. An Easement Plat of even date herewith accompanies this Field Note Dgoriht�r. GARY CLINTON HENpRICKS : 0 5073Sti Gary C. Hendricks, P.E., R.P.L.S. T.B.P.L.S. Firm No. 10031800 Texas Registration No, 5073 Birkhoff, Hendricks &Carter, L.L.P. T.B.P.E. Firm No. 526 11910 Greenville Avenue, Suite 600 Dallas, Texas 75243 Phone: 214-361-7900 Page 3 of 4 han.nLrtatnnnabOtat t nnm� „ta�.wP...;mt„�.�a..�t t d�� 069M000505011Ob 'ON '1SN1 Oil stwov vim f3 +W K� d- C N ., m_ t!1 = o ,Q Z X � 0 aao Z W a� 00 Q cn n Z awo z �p �- W tq Q a MW� Z °� IL Z � a Zco r3 ig U Jj z m t/3 L o93 s.- �j ��to 0 :_= p N O �' 8mZ d Liw zs n Ns*i o;v� : �' o w: Z3 M N T c v 0 W W fn 2V iV to U F� N ~ in O�ry V O �0�} ry O O N IA tO t0 IA � � M M •Nd' M N M U N W z arik 8rn i o Z�V n G O _m Q0.Uc� Q 0 W U O a J O� Qzoe z z0~ ¢� 5 �W a W �_ zxx E Qd 4~� 08 z CST CS •- � W �N a Z r N f7 nNVN 1 :fI�C1A d- !L a W a to°IRFC 'GEER 4117' S7°36'50"W' 27,23' P.O.B. N7°36'80"E• 80.00, LEGEND EXHIBIT J. MJLA ADAMS, LTD. INST, NO, 20110505000462590 O.P.R.C.C.T. 1� P°O°C° N89018'53"E 965.84' O N M _O M 112' IRFC 'GEER 4117" (N 84429' E O n" IRFC DEER 4117' 2.74 ') a e=44010138" R=325.00' L=250.59' CB=N75°31'37"E C=244.43' 146.01' 146.01' CALLED 107.52 ACRES Q SEMINOLE ANNA TOWN CENTER, L.P. INST. NO.20080128000100640 O.P.R.C.C.T. e=37°12'43" R=405.00' L=263.04' CB=N72°02'39'E C=258.44' e=44°10'38' R=405.00' L=312,27' C8=S75°31'37'W C=304.59' � =CENTRAL ANGLE P.O.C. = POINT OF COMMENCING P.O.B. = POINT OF BEGINNING IRSC = 5/8" IRON ROD W/"KHA" CAP SET IRFC = IRON ROD W/CAP FOUND O.P.R.C.C.T, = OFFICIAL PUBLIC RECORDS, COLLIN COUNTY, TEXAS NOTES All comers of water tank site area 5/8" Iron rad w(th "KHA" cap at unless otherwise noted, Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North American Datum of 1983. e=37°12'43" R=325.00' L=211808, CB=872002'39"W C=207.39' �I 'I G>' rn lul I v N r� 2 384.27' I 1.926 ACRES 83,902 SQ.FT, 0 100 2 0 GRAPHIC SCALE IN FEET atil N ZZINC5 o� a� 1 "W 80' ACCESS &ELECTRIC EASEMENT W.S. RATTON SURVEY ABSTRACT N0.752 CITY OF ANNA COLLIN COUNTY, TEXAS Kimle >>>Horn 12750 Mani Olives Suite 1000 v Tel. No. (972) 77041300 Dallas, Texas 75251 FIRM 010115500 Fax No. (872) 239�3620 9_ lele Dram by Checked by Date Project No. Shnat No. 1" = 200' SU DAB OCT 2014 064466500 20132 Exhibit L Waiver of Sales Tax Confidentiality and Authorization for Release (name of company), a (type of company), holding Texas sales tax permit number , hereby waives the right of sales tax information confidentiality as provided by Section 321.3022(f) of the Texas Tax Code and authorizes the Office of the Texas Comptroller of Public Accounts to provide any and all information, to the City Manager of the City of Anna, Texas related to sales and use taxes paid to the City and/or the City's development corporations on behalf of (name of company) for sales attributable to its location(s) in the City of Anna, Texas. (name of company) has furnished this Waiver of Sales Tax Confidentiality and Authorization for Release in connection with sales tax incentive agreements entered into by the City of Anna's development corporations that requires the submission of this information. This waiver shall be in effect until termination of said sales tax incentive agreements. EXECUTED on this day of , 20 (name of company) (printed name and title) CITY OF ANNA, TEXAS Item No. 7 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April 14, 2015 Maurice Schwanke Yes AGENDA SUBJECT: Consider/Discuss/Action approving an ordinance regarding the annexation of a tract of land in the Hiram Brinlee Survey, ABS 0030 generally located north of Foster Crossing Blvd. and on both sides of County Road 419 and adjacent to the city limits, containing approximately 65.2 acres of land more or less. SUMMARY: The mandatory two public hearings have been held by the City Council regarding the annexation of the 65.2 acres described above located north of Foster Crossing Blvd. on both sides of County Road 419. The land is currently used for agricultural purposes, A GCEC Electrical power substation, an industrial site with large pipe and pole storage and construction staging uses, the area is adjacent to the city limits on the west. Approximately 28 acres of the proposed annexation is slated to become a concrete batch plant owned by Tricycle Lane Texas LLC. This owner is also known as Burnco which has an approved Development Plat for their facility. STAFF RECOMMENDATION: Approval of ordinance l Uj CITY OF ANNA, TEXAS ORDINANCE NO. AN ORDINANCE ANNEXING INTO THE CITY OF ANNA, TEXAS THE HEREINAFTER DESCRIBED TERRITORY ADJACENT TO AND ADJOINING THE CITY OF ANNA, TEXAS, TO WIT: BEING A CERTAIN AREA OF LAND SITUATED IN THE HIRAM BRINLEE SURVEY, ABSTRACT A0030 AND GUINN MORRISON SURVEY, ABSTRACT A0559 COUNTY OF COLLIN, STATE OF TEXAS; AMENDING THE OFFICIAL CITY MAP; PROVIDING FOR A SERVICE PLAN; REQUIRING THE FILING OF THIS ORDINANCE WITH THE COLLIN COUNTY CLERK; PROVIDING A CUMULATIVE REPEALER CLAUSE; PROVIDING FOR SEVERABILITY; PROVIDING FOR ENGROSSMENT AND ENROLLMENT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Anna, Texas ("City") is a home -rule municipality located in Collin County, Texas, created in accordance with the provisions of the Texas Local Government Code and operating pursuant to the enabling legislation of the State of Texas and the City 's Home -Rule Charter; and WHEREAS, the City desires to annex into its corporate limits the hereinafter described territory adjacent to and adjoining the City (hereinafter, referenced as the "Territory"), to wit: being a certain area of land situated in the Hiram Brinlee Survey Abstract A0030 and Guinn Morrison Abstract A0559 County of Collin, State of Texas and more particularly described in the attached Exhibit A, which is incorporated herein for all purposes; and WHEREAS, all statutory notice requirements relating to the annexation of the Territory pursuant to Chapter 43 of the Texas Local Government Code have been satisfied; and WHEREAS, two public hearings were conducted in accordance with Section 43.052 of the Texas Local Government Code to consider the annexation of the Territory; and WHEREAS, said public hearings were conducted and held no more than forty (40) days nor less than twenty (20) days prior to the institution of annexation proceedings; and WHEREAS, the City Council of the City of Anna, Texas ("City Council") has determined that it would be advantageous and beneficial to the City, its citizens, and the inhabitants of the Territory, to annex the Territory to the City; and WHEREAS, the City Council has determined that the Territory is adjacent to and adjoins the City; and WHEREAS, the City Council has investigated, determined and officially finds that no part of the Territory is within the extraterritorial jurisdiction of any other incorporated city or town; and CITY OF ANNA, TEXAS ORDINANCE NO. PAGE 1 OF 3 WHEREAS, a service plan providing for the extension of municipal services into the Territory, which was prepared prior to and made available at the aforementioned public hearings, is attached hereto as Exhibit B and incorporated herein for all purposes; and WHEREAS, all procedures and proceedings related to this ordinance and to the annexation of the Territory have been undertaken and acted upon in accordance with the Texas Open Meetings Act, as applicable; and WHEREAS, after hearing the arguments for and any arguments against the annexation of the Territory, the City Council finds that the Territory should be annexed; NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. Incorporation of Recitals. The above -stated recitals are incorporated into this ordinance as if set forth in full here for all purposes. Section 2. Territory Annexed. (a) The Territory, described in Exhibit A attached hereto, which is hereby made an integral part of this ordinance, lying adjacent to and adjoining the present corporate boundaries of the City, is hereby added and annexed into the City, and the Territory shall hereafter be included within the corporate boundary limits of the City, and the present boundary limits of the City are altered and amended so as to include the Territory within the corporate limits of the City. (b) From and after the passage of this ordinance, the Territory shall be a part of the City, and, subject to the municipal service plan referenced in Section 4 of this ordinance, the inhabitants thereof shall be entitled to all of the rights, privileges and immunities as all other similarly situated citizens of the City, and shall be bound by all of the ordinances and regulations enacted pursuant to and in conformity with the general laws of the State of Texas. Section 3. Official City Map Amended. (a) The official map and boundaries of the City's corporate limits are hereby amended so as to include the Territory. (b) The City Manager is hereby directed and authorized to perform or cause to be performed all acts necessary to update the official map of the City to add the Territory hereby annexed as required by law, but any delay in or failure to update such map shall in no way impact or affect the validity of this ordinance or this annexation. Section 4. Municipal Service Plan. The municipal service plan for the Territory, attached hereto as Exhibit B, was submitted in accordance with Chapter 43 of the Texas Local Government Code and is hereby approved as part of this ordinance. CITY OF ANNA, TEXAS ORDINANCE NO. PAGE 2 OF 3 Section 5. Filing of Ordinance. The City Secretary is hereby directed to file or cause to be filed a certified copy of this ordinance in the office of the County Clerk of Collin County, Texas, and any other necessary agencies, including the United States Department of Justice. Section 6. Cumulative Repealer. This ordinance shall be cumulative of all other ordinances and shall not repeal any of the provisions of such ordinances except for those instances where there are direct conflicts with the provisions of this ordinance. Ordinances, or parts thereof, in force at the time this ordinance shall take effect and that are inconsistent with this ordinance are hereby repealed to the extent that they are inconsistent with this ordinance. Section 7. Severability. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any person or circumstance, is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of the Ordinance, and the City Council hereby declares it would have passed such remaining portions of the Ordinance despite such invalidity, which remaining portions shall remain in full force and effect. Section 8. Engrossment and Enrollment. The City Secretary of the City of Anna is hereby directed to engross and enroll this ordinance by copying the Caption in the minutes of the City Council of the City of Anna and by filing this ordinance in the ordinance records of the City. Section 9. Effective Date. This ordinance shall be in full force and effect from and after its date of passage. PASSED by the City Council of the City of Anna, Texas, this 14t'' day of April, 2015, by the following vote of the members of the City Council as present: AYES NAYS ABSTAIN ATTEST: APPROVED: City Secretary, Natha Wilkison Mayor, Mike Crist CITY OF ANNA, TEXAS ORDINANCE NO. PAGE 3 OF 3 Exhibit A Situated in Collin County, Texas and being part of the Hiram Brinlee Survey, Abstract No. 30, the G. Morrison Survey, Abstract No. 559 and being more particularly described as follows: BEGINNING in the west line of the said Morrison Survey and the north right -of --way line of Foster Crossing Road for a Point of Beginning; THENCE north 00 degrees 02 minutes 53 seconds east a distance of 1,018.47 feet to a point for corner; THENCE north 89 degrees 48 minutes 31 seconds east a distance of 1,169.78 feet to a point for corner; THENCE south 71 degrees 57 minutes 53 seconds east a distance of 81.99 feet to the south right -of --way line of County Road Number 419 feet to a point for corner; THENCE east a distance of 734.00 feet with the south right -of --way of County Road 419 to a point for corner; THENCE north 00 degrees 57 minutes 51 seconds east a distance of 21.85 feet to a point for corner; THENCE south 89 degrees 22 minutes 39 seconds east a distance of 746.95 feet to a point for corner; THENCE south O1 degrees 02 minutes 50 seconds east a distance of 1,048.67 feet to a point for corner; THENCE west a distance of 1,689.17 feet to a point for corner; THENCE north 62 degrees 38 minutes 31 seconds west a distance of 70.01 feet to a point for corner; THENCE north 89 degrees 40 minutes 44 seconds west following the north right -of --way line of Foster Crossing Road a distance of 997.69 feet to the PLACE OF BEGINNING and containing 65.2 acres of land more or less. AREA "C" LEGAL DESCRIPTION 16.08' N 8d55'47" E 45.59' N 49d16'24" E i 454.79' S 89d36'32" E C.R. 370 728.30' S 89d58'22" E 1 60.3 acres i 518.53 W i i 965.96' N 89d49'15" W 1 11 �rl .11 S 89d58'22" E EXHIBIT "A" FOSTER CROSSING ANNEXATION ]d&9i S 89'223ff E r Ilks it Ilks 11 ON 11 Illit r 1 Illit 11 11111k 1 iMINE i 1 111111 11 11111 Ili 0 200 400 600 N EXHIBIT B ANNEXATION SERVICE PLAN POLICE PROTECTION On the effective date of annexation, the City of Anna, Texas and its Police Department will provide police protection to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. On the effective date of annexation, the City of Anna, Texas and its Fire Department will provide fire protection to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. EMERGENCY MEDICAL SERVICES On the effective date of annexation, the City of Anna, Texas, through its contract with Collin County or another service provider, will provide emergency medical services to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. SOLID WASTE COLLECTION On the effective date of annexation, the City of Anna, Texas, through its contract with Bradshaw and Son or another service provider, will provide solid waste collection to residents and businesses in the newly annexed area (to the extent that the service provider has access to the area to be serviced) at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. Such service will be provided in accordance with existing City policies and Ordinances, and only upon payment of any required deposits and the agreement to pay lawful service fees and charges for solid waste collection. Residents and businesses of the newly annexed area that have existing contracts with solid waste service providers have two years from the date of annexation or until the termination date of the existing contract, whichever is sooner, to begin solid waste Page 1 of 4 collection service through the City. Solid waste collection is mandatory for City of Anna residents and businesses operating within the city limits. WATER AND WASTEWATER FACIL.ITIES On the effective date of annexation, any and all water or waste water faces owned by the City of Anna, Texas at the time of annexation shall be maintained and operated by the City of Anna, Texas. Of such facilities, the City will maintain the main water transmission and wastewater collection lines. All water and wastewater service lines (up to and including the service line connection with the City's main line, shall be maintained by the property owner served by the service connection. Residents and owners of property in newly annexed areas that are located within the City's water or wastewater CCN will be offered water and wastewater service in accordance with City policies and ordinances in existence at the time of annexation or as may be amended from time4o4ime by the City Council. Generally, these ordinances state that the land owner or customer must bear the cost of construction of water and wastewater system facilities to a point where suitable connection to the existing system can be made and service to the customer can be provided. All water and wastewater facilities designed to connect to the City's existing system must be approved by the City and meet all City zoning, subdivision, and other development ordinances and requirements. ROADS AND STREETS On the effective date of annexation, any and all existing public roads or streets in the newly annexed area which have been dedicated to Collin County, Texas or to the City of Anna, Texas, or which are owned by the City of Anna, Texas shall be maintained to the same degree and extent that other roads and streets are maintained in areas of the City with similar topography land use and population density. Specific maintenance activities are determined by available funding and the need for maintenance as determined by the City. The City is not obligated to maintain any portion of a private road or street. Any and all lighting of roads and streets which may be positioned in a public right of way, roadway or utility company easement shall be maintained by the applicable utility company servicing that area of the City of Anna, Texas pursuant to the rules regulations and fees of such utility. An owner of land within the newly annexed area that desires to develop said property will be required pursuant to the ordinances of the City of Anna, Texas to provide internal and peripheral streets and to construct those streets in accordance with the specifications required by the City of Anna, Texas. Page 2 of 4 PARKS PLAYGROUNDS AND SWIMMING POOLS OR ANY OTHER PUBLICLY OWNED FACILITY BUILDING OR SERVICE The City Council of the City of Anna, Texas is not aware %J the existence of any public parks, public playgrounds, public swimming pools, or any other publicly owned facility, building or service now located in the area proposed for annexation. In the event any such parks, playgrounds, swimming pools, or any other public facilities, buildings or services do exist and are public facilities, the City of Anna, Texas will maintain such areas upon annexation to the same extent and degree that it maintains public parks, public playgrounds, public swimming pools, other public facilities buildings or services and other similar areas of the City now incorporated in the City of Anna, Texas. To the extent that it becomes necessary because of development demands population growth or a bona fide need, the City Council of the City of Anna, Texas will undertake to provide any such facility which it deems necessary to adequately provide for the health and safety of the citizens of the newly incorporated area based upon the standard considerations of topography, land use and population density. OTHER MUNICIPAL SERVICES Following annexation by the City of Anna, Texas, the City will provide code enforcement, planning, and animal control services to the newly annexed area, to the extent such services are funded in the annual budget and provided by the City within its full -purpose boundaries. Such services will be provided to the newly annexed area at the same or similar level of service now being provided to other areas of the City of Anna, Texas with similar topography, land use, and population density within the newly annexed area. CONSTRUCTION OF CAPITAL IMPROVEMENTS The City Council of the City of Anna, Texas finds and determines it to be unnecessary to acquire or construct specific capital improvements for the purposes of providing full municipal services to the newly annexed area. The City Council finds and determines that it has at the present time adequate facilities to provide the same type, kind and level of service which exists in and is presently being administered to other areas already incorporated in the City of Anna, Texas with the same or similar topography, land use and population density. SPECIFIC FINDINGS The City Council of the City of Anna, Texas finds and determines that this proposed Service Plan will not provide any fewer services and it will not provide a lower level of service in the area proposed to be annexed than were in existence in the proposed area at the time immediately preceding the annexation process. Furthermore the City Council of the City of Anna, Texas finds and determines that the rural nature of the area Page 3 of 4 is characteristically different from other more highly developed areas within the corporate limits of the City of Anna, Texas. Consequently because of the differing characteristics of topography, land use, and population density the service levels which may ultimately be provided in the newly annexed area may differ somewhat from services provided in other areas of the City of Anna, Texas. These differences are specifically dictated because of differing characteristics of the property. The City of Anna, Texas will undertake to perform consistent with this contract so as to provide this newly annexed area with the same type, kind and quality of service presently enjoyed by the citizens of the City of Anna, Texas who reside in areas of similar topography, land use and population density. This Service Plan shall be valid for a term of ten (10) years. Renewal of the Service Plan shall be at the discretion of the City Council. AMENDMENTS This Service Plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this Service Plan unworkable or obsolete. The City Council may amend the Service Plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. Page 4 of 4 Fri aa § Ie e {Fee 4; It j Fee Fee FF IF FIM IF r„ - ..�'' ' \. OF t ;.pirI IF k - j ' IF Fl y_. tiIf a s IF I A �Ac OFF IF I IF FF_ It s.It IF a cT I Fee I iJF(/ wo IF 04,4 t'}FIFO L ABe IrIF Fe For It IFF� At I IF AY Y AL I r. 3 { . r ... -i-. - IF _ FOF - It 21 ti s ff10r } et # Y 3x . •±F AI o. �t. I It 1. `-� �• IF. IT IF IF &I Foe it OF At, Fos IF a I slt,isyc. S �' — ----- �..� — _ I t IF IF i s Fe �vi�+ IF it Fr i IF ee wf gg eF 4 W Me . - - - F. IF IF eLex 41 Fow IF t kk G. > Ij co LL '51111 K ? i� -VF Fe IF i CITY OF ANNA, TEXAS Item NO. 6 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: Yes April 14, 2015 City Manager AGENDA SUBJECT: Consider/Discuss/Action regarding resolution approving an amendment to an Interlocal Agreement with the City of Melissa for the Clemmons Creek Sewer Line. (City Manager). SUMMARY: In 2004, the cities of Anna and Melissa approved an Interlocal Agreement to cooperatively fund and construct a sewer line that would serve the Clemmons Creek sewer basin in both cities. That Agreement authorized the City to connect to a manhole on the Clemmons Creek Sewer line located within the city limits of Melissa. The new Anna Town Square development is constructing the sewer line that will make that connection. Since a portion of the sewer line being constructed will be located within the city limits of Melissa, we are recommending approval of an amendment to the 2004 Agreement that would; 1) authorize the City of Anna to construct a sewer line within an easement owned by the City of Melissa, and 2) authorize the City of Anna to flow wastewater through the new section of sewer line located in Melissa consistent with our 2004 Agreement. STAFF RECOMMENDATION: Staff recommends approval of the attached resolution and Agreement. CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION APPROVING AN AMENDMENT TO AN INTERLOCAL AGREEMENT WITH THE CITY OF MELISSA FOR THE CLEMMONS CREEK SEWER LINE WHEREAS, on March 10, 2004, the cities of Anna, Texas and Melissa, Texas entered into an Interlocal Agreement, whereby the City of Anna, Texas obtained capacity in a certain sanitary sewer facility located adjacent to Clemmons Creek in the City of Melissa, Texas; and WHEREAS, the City of Anna has requested that the 2004 Agreement be amended to authorize the City of Anna to construct a sanitary sewer line located within an easement dedicated to the City of Melissa, and to discharge sewage into said sanitary sewer line on the same terms as the afore mentioned 2004 Interlocal Agreement; and WHEREAS, the cities of Anna and Melissa have each investigate and determined that the 2004 Agreement should be amended; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Amended Agreement The City Council hereby approves the First Amendment to Interlocal Agreement by and between the City of Melissa, Texas and the City of Anna, Texas attached hereto as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce this Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 14tn day of April 2015. APPROVED: Mike Crist, Mayor ATTEST: Natha Wilkison, City Secretary CITY OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1 FIRST AMENDMENT TO INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF MELISSA, TEXAS, AND THE CITY OF ANNA, TEXAS (Clemmon's Creek Sewer Line) THIS FIRST AMENDMENT TO INTERLOCAL AGREEMENT ("First Amendment"), dated as of this the day of , 2015 ("Effective Date"), is made and entered into by and between the CITY OF MELISSA, TEXAS, a municipal corporation ("Melissa"), and the CITY OF ANNA, TEXAS, a municipal corporation ("Anna"). Melissa and Anna are sometimes referred to herein collectively as the "parties" or singularly as a "patlX." WHEREAS, Melissa and Anna entered into that certain Interlocal Agreement dated March 10, 2004 ("2004 Agreement"), whereby Anna obtained capacity in certain sanitary sewer facilities within the Project (as defined in the 2004 Agreement), said 2004 Agreement being incorporated herein by reference for all purposes; and WHEREAS, under the 2004 Agreement, Melissa agreed to provide sewer capacity to knna from the manhole located within or near the Throckmorton Road right-of4ay in Melissa ("Manhole") to the point of entry (as defined in the 2004 Agreement); and WHEREAS, Melissa recently obtained rights and Obligations under that certain Sanitary Sewer Easement dated March 9, 2015, and filed for record under Document No. 20150323000310490, Real Property Records, Collin County, Texas ("Easement"), a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference for all purposes; and WHEREAS, the sanitary sewer facilities described in the Easement, once constructed, wIII be positioned in, on, under, over and/or across the property subject to the Easement, which is located between the Anna -Melissa jurisdictional boundary line and the Manhole, as more particularly described and depicted in Exhibit A to the Easement ("Easement PropertX"); and WHEREAS, Anna has requested that the 2004 Agreement be amended t0 provide that Anna shall be permitted to discharge sewage into the sanitary sewer facilities located in the Easement Property in accordance with, and on the same terms as, the 2004 Agreement; and WHEREAS, Melissa and Anna have each investigated and determined that the 2004 Agreement should be amended as set forth below. NOW, THEREFORE, in consideration of the covenants and conditions contained in this First Amendment, Melissa and Anna agree as follows: 1. Recitals Incorporated. The representations, covenants and recitations set forth in the foregoing recitals of this First Amendment are true and correct and are hereby incorporated into the body of this First Amendment and adopted as Endings of Melissa and Anna. 2. Amendment to 2004 Agreement, Section 1(a)(Melissa's Obligation). Section 1(a) (Melissa's Obligation) of the 2004 Agreement is hereby amended as follows: FIRST ANIENDNIENT TO JNTERLOCAL AGREENIENT (CLENINION'S CREEK SEWER LINE) PAGE 1 or 7 61919,2 Cl* Melissa's Obli ag tion. Upon completion of the construction of the Project, Melissa agrees solely to provide three million gallons/day (3.00 MGD), peak daily gravity flow, through the sewer line made the subject of the Project (the "sewer line"). Melissa will provide 3.00 MGD sewer capacity from the Anna -Melissa jurisdictional boundary line, as depicted in Exhibit A to the Easement to the point of entry at the North Texas Municipal Water District's ("NTMWD") Honey Creek sewer line (the "point of entry"), as more particularly depicted in Exhibit "A", unless otherwise required by NTMWD (as discussed below). Notwithstanding Arena's obligations set forth herein, the obligation of Melissa under this Agreement are subject to and contingent upon Melissa reaching an acceptable, as solely determined by Melissa, agreement with the developer to oversize the sewer line for Amia's participation. By entering into this First Amendment, Melissa is agreeing that Anna and/or its desijznee has the rij4ht to constrict sanitary sewer facilities within the Easement in accordance with the construction plans approved by Melissa and attached hereto as Exhibit 2. In the event that any third party causes any unreasonable interference with the rights secured under the Easement, Amla and Melissa shall cooperate in making all reasonable efforts to enforce the Easement rights until such interference has ceased. The efforts may include, at the discretion of Melissa and without limitation, a temporary assignment of the right to enforce the Easement. Any such temporary assignment shall not in any manner divest Melissa's rights in the Easement and Melissa may revoke the assignment at any time." 3. Amendment to Definition of "Project." The meaning of the term "Project," as defined and used in the 2004 Agreement, is hereby amended to include the sanitary sewer facilities described in and made a part of the Easement, upon Melissa's final acceptance of said facilities. 4. Amendment to Definition of "Sewer Line." The meaning of the term "sewer line," as defined and used in the 2004 Agreement, is hereby amended to include the sanitary sewer facilities described in and made a part of the Easement, upon Melissa's final acceptance of said facilities. 5. Amendment to 2004 Agreement, Section 10(a) (Notice). Section 10(a) (Notice) of the 2004 Agreement is hereby amended as follows: "a. Notice. ... If to Melissa, to: City of Melissa Attn: City Manager 3411 Barker Avenue Melissa, Texas 75454 rIRST Ai�'ICNDNICNT TO INTCRLOCAL ACRGG\4GNT (CLG\4<<10N'5 CRI;CIC SGIVGR LINti� PAGE 2 of 7 GGt91S.2 If to Anna, to: City of Anna Attn: City Manager I 1 I N. Powell Parkway Anna, Texas 75409 6. Defined Terms. Any term not defined herein shall be deemed to have the same meaning ascribed to it under the 2004 Agreement, 7. Ratification. Melissa and Anna hereby ratify and confirm all of the terms, provisions, covenants and conditions of the 2004 Agreement and acknowledge and agree that the 2004 Agreement remains in fiull force and effect except as amended hereby. 8. Controlling A�reetnent. To the extent that any provision contained herein conflicts with the 2004 Agreement, the provision contained herein shall supersede such conflicting provisions contained in the 2004 Agreement. 9. Entire Agreement/First Amendment. This First Alnendtnent and the 2004 Agreement contain the entire agreement of the parties with respect to the matters contained herein. This First Amendment may not be modified or terminated except upon the provisions hereof or by the mutual written agreement of the parties hereto. 10. Authority to Execute. The individuals executing this First Amendment on behalf of the respective parties below represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this First Amendment to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this First Amendment in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this First Amendment and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the Effective Date. 11. Governin>; Law; Venue. The 2004 Agreement and this First Amendment shall be construed in accordance with the laws of the State of Texas and shall be performable in Collin County, Texas. In the event that any legal proceeding is brought to enforce the 2004 Agreement, or any provisions thereof, or this First Amendment, or any provisions hereof, the same shall be brought and exclusive venue shall lie in Collin County, Texas, I• IRST AA'IGND\gCNT TO INTCRLOCAL AGItEC�'ICNT (CLCi\1�70N'S CRCCI{ SCIVGR LING PAGC 3 of 7 6G1913.2 12. Counterparts. This First Amendment may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one First Amendment. An electronic mail or facsimile signature will also be deemed to constitute an original if properly executed and delivered to the other party. IN WITNESS WHEREOF, the parties have executed this First Amendment and caused this First Amendment to be effective on the Effective Date. CITY OF MELISSA, TEXAS CITY OF ANNA, TEXAS By: Philip Sanders, City Manager I' IRST A�'rG�DNILrT TO I\TCRLOCAL AGRGCVII;NT (CLC�IMON'S CRGGK SCWCR L1NG) I'AGC 4 of 7 GGl91R.2 STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared Jason Little, known to me to be one of the persons whose name are subscribed to the foregoing instrument; he acknowledged to me that he is the City Manager and duly authorized representative of the CITY OF MELISSA, TEXAS, a Texas home -rule municipality, and that he executed the same for the purposes and consideration therein stated and in the capacity therein stated as the act and deed of the City of Melissa, Texas, IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this day of `'t/VL�GJ� C_2.� , 2015. STATE OF TEXAS § COUNTY OF COLLIN § Notary Public, State of Texas My Commission Expires: lb - z - js LINDA P BANNISTER My Commission Expires October 12, 2015 BEFORE ME, the undersigned authority, on this day personally appeared Philip Sanders, known to me to be one of the persons whose name are subscribed to the foregoing instrument; he acknowledged to me that lie is the City Manager and duly authorized representative of the CITY OF ANNA, TEXAS, and that he executed the same for the purposes and consideration therein stated and in the capacity therein stated as the act and deed of the City of Anna, Texas. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this day of , 2015. Notary Public, State of Texas My Commission Expires:_ FIttST Ai�1END�ILNT To INTERLOCAL AGRCENI�NT (CLEi•'I\70N'S CREEK SCwGR LING PAGE 5 OP % 6G191S.2 Exhibit 1 Easement I'IRST AA4GND�ICNT TO INTCaLOCAL AGRIICNICNT (CLG�I\Iou's Caccx Sc�vca LI�c) Pncc 6 oi'7 GG1918.2 — i ivi ea � i9lI�IlIIW�4191� �91lIIS,�, 4259 AM N 1110 �ONOTICE OF CONFIDENTIALITY RIG}ITS: TF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVERS' LICENSE NUMBERt" AFTER RECORDING RETURN TO: Jason Litile City of Melissa, Texas 3411 Barker Mdissa, Texas 75454 STATE OF TEXAS KNOW ALL MEN BY COUNTY OF COLLIN That L149 MCKINNEY INVESTMENTS, LTD. in consideration of the sum of TEN DOLLARS ($10.00) cash OF MELISSA, TEXAS, a Texas home -rule municipality which are hereby acknowledged, does hereby easement and right to construct, reconstruct, remove and perpetuallymaintainsanfitary and al] necessary appurtenances (co]1 property owned by Grantor particularly described and purposes hereto that any maintenance assigns, ch in the more, for and by the CITY and sufficiency of unto Grantee the ld, replace, relocate, alter, together with all incidental improvements, on, under, over and across certain real of Melissa, Collin County, Texas, as more attached hereto and incorporated herein for all the grant hereby made, it is agreed between the parties cal fiche which may be excavated in the opening, construction or or easement may be removed from said premises by Grantee. HOLD the same perpetually unto the Grantee, its successors and right and privilege at all times to enter the Easement Property, or any part thereof, for the purpose ofconstructing,reconstructing, enlarging, operating, repairing, re -building, SANITARY SEWER EASEMENT (NORTH CREEKS PAGE 1 OF 9 655881 replacing, relocating, altering, removing and perpetually maintaining the Facilities, and all incidental improvements, and for making connections therewith. Grantor does hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Easement Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or by, through or under Grantor, but not otherwise. Grantee, its successors and assigns, shall have the right to construct, operate, repair, re -build, replace, relocate, alter, remove and perpetual at all times in the future within the Easement Property. If GrantgP��natiiu t3�a�cce?a'the Easement Property due to physical barriers or conditions, then Grante�r�nd its succrs�ssol's and assigns shall have, and are hereby granted, the right of ingress ag,�i;gress�v�tr..th�t�p'ortion of the Grantor's adjacent property within fifteen feet (15') of th�'asement Pr+Q�ettls as is reasonably necessary to access, and for the limited purpose ("In ress/ERress Easement"). Any Facilities and any substantially completed in Grantee shall thereafter insubstantial or repair/,6f the Property as`close, to ance w the Easement Property herein granted by or on behalf of Grantee shall be reasonably agreed upon by Grantor and Grantep . ilities constructed, as solely determined by Grantee, approved by Grantee. mes after doing any work in connection with the construction, operation the surface of the Ingress/Egress Easement and/or Easement condition in which it was found before such work was undertaken as is reasonably practicable, except for trees, shrubs and structures within the Easement Property that were SANITARY SEWER EASEMENT (NORTH CREEK) PACE 2 QF 9 655881 removed as a result of such work. Grantor represents and warrants to Grantee that it is the sole owner of the fee simple title to the Easement Property. Grantor represents and warrants to Grantee that there are no liens, attachments or other encumbrances which will affect the title or right of Grantor to convey this easement to Grantee for the purposes as described herein. if such condition does ex�s�ty a with acknowledgment shall be included and made a part of this document conveying the�lgNt�a privileges contained herein and subordinating any such lien or encumbrance herein. The easement rights and privileges granted herein are no,�:�e-V�.�usiv�bht�G�3fitor covenants that Grantor will not convey any other easement or conflict grant which unreasonably interfere with Grantee's grants comply with all applicable local, state an requirements, as they exist, maybe Further, Grantor shall not which may cause damage or jeo interfere with, in any way, the maintenance of the necessary to make maintenance instru their es. within�;he`�rea covered by this provided al I such other rules, regulations and/or arising. any action, permanent or temporary, f the Facilities and/or which will affect and/or Grantee, may, due to the necessity of repair and removed any and all improvements to the extent will not be responsible for loss of improvements due to failure or binding upon, and inure to the benefit of, Grantee and Grantor, and rs or assigns. SANITARY SEWER EASEMENT iNORTt[ CREEK 655881 PAGE 3 OF 9 This instrument maybe executed in a number of identical counterparts, each ofwhich shall be deemed an original for all purposes. [Signature page follows.] SANITARY SEWER EASEMENT (NORTH CREEK) PAGE 4 OF 9 6SS881 EXECUTED on the dates appearing in the acknowledgements below, however, to be effective on this/ ay of , 2015. AGREED AND ACCEPTED: CITY OF MELISSA, TEXAS, a Texas home -tole mtprie vallty By: Jasbn L GRANTOR: L109 MCKINNEY INVESTMENTS, LTD., a Texas limited nnonershin SANITARY SEWER EASEhIENT (NORTH CREEKS PAGE 5 OF 4 655881 THE STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day personally appeared $Ot3 LAN) , the _H& IAa lIL of L109 McKinney, L.L.C., a Texas limited liability company and the General Partner of L109 McKINNEY INVESTMENTS, LTD., a Texas Iimited partnership, known to me to be the person whose name is subscribed hereto; he acknowledged to me that he is the duly authorized representative of L109 McKinneyfnvestments,; Ltd,, and that he executed said instrument for the purposes and consideration th in the capacity therein stated on behalf of said partnership. 2015. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day JANEY BARRETT My Commisslon Expl�es July 13, 2018 THE STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned Manager of the City of Melissa, T that he is the duly authorized repre instrument for the purposes and co_ GIVEN UNDER MY r-1lAND 2015. Public My Comm ,on end for the State Sf Expires..] ly appeared Jason Little, City e-l�l'e municipality; he acknowledged tome of Melissa, Texas and that he executed said expressed and in the capacity therein stated. OF OFFICE this � day of �t'yLQh, Notary Public in and for the State of Texas My Commission Expires: /o -�2 — t � LINDA P BANNISTER My Comml�tlon Expli�� October 12, 2015 SANITARY SEWER EASEhrENT (NORTH CREEKI Pncc G ov 9 655881 Exx�BZT �1A„ Easement Property SEWER EASEMENT 1,60 Acres Being all of that certain tract, lot or parcel of land situated in the D.E.W. Babb Survey, Abstract Number 33, In the City of Melissa, Collin County, Texas and being a part of a tract o1 land described In a deed to L109 Mckinney Investments, Ltd., as recorded In County Clerk's File Number 2001.0091632, Deed Records, Collin County, Texas; the subject tract tieing more particularly described as follows; /% COMMENCING at a capped iron rod stamped'COX" found for the Southeast comer of Lot 30, Block L of t;l Phase 2, an addition to the City o1 Melissa, Collin County, Texas as recorded in County Clerk's File Number Retards Collin County, Texas end being in the West Right of Way line of Milrany Lane; THENCE South 00 degrees O6 minutes 49 seconds East, with the West Ilne thereof a distance of corner, THENCE South 44 degrees 61 minutes 44 seconds West, a dis[ance of 28,29 feel to a py'nt for corner`; West Right of Way of said Milrany Road and being in the North Right of Way of Throckr�j o�n Road; THENCE South 89 degrees 52 minutes 64 seconds West, with the North line Ihereo as dist8, eb 1071 /or corner; (,comer �c�HENCE South 89 degrees 69 minutes 08 seconds West w th the North Rig''SWay of said Throckin��istance of 328,19 feet to the POINT OF BEGINNING and being the Southeaof the he°?in Zs THENCE South 89 degrees 59 minutes 08 seconds West, a Southwest corner of the herein desribed tract; THENCE North 00 degrees 00 minutes 62 seconds West, a THENCE North 01 degrees 25 minutes 03 seconds East, THENCE North 00 degrees 00 minutes 52 seconds W s , . THENCE North 00 degrees 51 minutes 39 seco nevi' Vegt, a THENCE North 19 degrees 09 minutes 44 sfcohds Eas) } � beginning of a curve to the left having a radrulr 7k5 f minutes 23 seconds East, 300,77 feet; THENCE along said curve an arc//d 6rni 3 n244 d fee QJ�i THENCE North 64 degrees 36 nij utes 07 seco u,E $I, a e THENCE North 01 degrees'0 comer of the herein dash tI the South line of e lrac�of i n the Real Property Records of THENCE for comer PAGE10F3 a point for to a point Road a �d tract; to a point fof�orner and being the to a point for comer; 600.19 feet�tg'�a point for comer; 70 feet to a point for corner; feet to a point for comer; 3.60 feel to a to a point for corner at the bearing and distance of North 04 degrees 25 for corner, of 07.d8 feet to a point for comer; 51 seconds �hresl, a distance of 130.74 feet io a point for comer for the Northwest Y.eing in Jt North line of sold L109 Mckinney Investments, Ltd. tract and being In in'a tied to R&O Aycock, Ltd. as recorded in Document Number 2002-23157 of seconds East w11h the common line (hereof, a distance of 239.91 feet to a point lereln described trail; 52 seconds East, a distance of 20.01 feet to a point for comer; 1720 wesT�+lluTea DENTON, TX 76205 (940),T82.3d(0 roer+u�eeR uo(or OrNX2r BY, BBn DATE: 1 &2015 R P1S KFIY+EtNA 20t1R1GE0. SANITARY SEW ER EASEMENT (NORTEI CREEK) PAGE 7 Ori' 9 655881 SEWER EASEMENT THENCE South 88 degrees 62 mtnules 57 seconds Wesi, a distance of 219.90 feet to a to a to a point for comer, THENCE Souih Ot degrees 07 minutes 13 seconds Eest, a distance of 133.40 feet to a to a to a point for comer, THENCE Souih 54 degrees 36 minutes 04 seconds West, a dlslance of 83.72 foal to a to a to a print for wmer at Ole beginning of a curve to the right, having a radius of 815.00 feel and a chord beadng and distance of South 05 degrees 21 minutes 68 seconds West, 295,68 feel; A THENCE along said curve an arc dlslance o(297.33 feat to a point for comer / THENCE South 19 degrees 09 minutes 43 seconds West, a distance of 289.26 feet to a point for comer G� THENCE South 00 degrees 51 minutes 46 seconds East, a distance of 394,78 feet to a point for comer, THENCE South 00 degrees 00 minutes 52 seconds East, a distance of 84,62 feet to a point for comer, THENCE South 01 degrees 25 minutes 03 seconds West, a distance of 600,19 feet to a point for cginer, THENCE South QO degrees 00 minutes 52 seconds East, a distance of 164.81 feel to the PlAf3E Or \ INNING`g'jd endos;ng 1.50 acres of land more or less. ��, \� SANITARY SEIVER $ASEi1iF.NT (NORTH CREEICi PAGE 8 OT � 655881 A TRACT Of LAND DESCRIBED IN A DEED TO Rao AYCOCK, LTD DOC It 2002.23157 R.P.R.C.C,T. N 88'52'47'E 1031.3T THE REMAINDER OF A TRACT OFLNJp DESCRIBED IN A DEED TO L109 MCKINNEY INVESTMENTS, LTD. VOL, 5756, PG. 57 R.P.R.C,C.T. DEw.BABB; R%4e I ,TEXAST#33 GOG4 THE REMAINDER OF A TRACT OF LAND DESCRIBED IN A DEED TO L 109 OCKINNEY IN VESTMENTS, LTD, VOL, 5756. PG, 57 R.P.R.C.C.T, CURVE ARC LENGTH RAt/1119 OEIiA ANGLE CHOR08FJR1tl0 CHORD IENGiH CI 13DI.64' 78500' 22'OS18' N04'2S23'E 300.)p) C2 2913Y lals.w TO'SYOB' SAS'OSOrW 283,'.iS', _� ;W i^50 ACRES THE PART Of A TRACT OF i I LAND DESCRIBED IN A DEED TO L109 MCKINNEY INVESTMENT$, LTD. J VOL, 5756. PO. 57 R.P.R•C.C,T. 10' TEMPORARY CONSTRUCTION 10.0' EASEMENT f t0 p• G 10'TEMPORARY f 30 or j'—SEWER t f C �f rf 1r of f _ 9p41_� i L3 "FN T l HR / t ORTOf� D 50' R.O.W. PER `CAA 200902 12210 PAGE 3 OF 3 LINE BEAA�NG DISTANCE L1 S 00'OS'49' E 3.81' L2 644151'44'YI 2829 L3 6 69,57036 w 30.00' Lf N005mWw f55f l5 NOf'ISV3'E WAY U N0nowW 84.7v l8 H 00'61'394 W 9D-0T l9 N 19'0944' 110 N 64035'Or E 7,46 lit L12 NoIw"i IV ? 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SUMMARY: As part of the Subdivision Improvement Agreement associated with the Anna Town Square development, the developer (Skorburg Company) is required to make certain improvements to County Road 422 (Finley Drive) at the rail road crossing owned by Dallas Area Rapid Transit (DART). Prior to making those improvements, the City will need to execute the attached Public Road Crossing License Agreement with DART. The License Agreement outlines the terms, conditions, and construction standards that must be followed for roadway construction within the DART right-of-way. The developer is required to observe all of these requirements as part of their construction. After construction is complete, the new rail road crossing will be a 4-lane divided street section with active warning devices in accordance with DART's standards. The City will be responsible for paying for the maintenance of said facilities in the future. STAFF RECOMMENDATION: Staff recommends approval of the attached Resolution and Agreement. CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A PUBLIC ROAD CROSSING LICENSE AGREEMENT BETWEEN DALLAS AREA RAPID TRANSIT ("LICENSOR") AND THE CITY OF ANNA, TEXAS ("LICENSEE"). WHEREAS, Licensor now owns certain railroad right-of-way within the city limits of the Licensee; and WHEREAS, Licensor has a Trackage Rights Agreement with Dallas, Garland &Northeastern Railroad (the "Railroad"), whereby the Railroad is responsible for certain maintenance of existing at -grade highway -rail crossings; and WHEREAS, there is an existing public road crossing known as County Road 422, Mile Post 306.10, that crosses Licensor's Sherman Line railroad right-of-way, identified as DOT No. 765318M; and WHEREAS, Licensee proposes widening and reconstruction of the public road crossing, constructed with new concrete panels, pavement, active warning devices and sidewalks, in accordance with Licensor's and Railroad's standards; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 3. Approval of License Agreement. The City Council of the City of Anna, Texas hereby approves the Public Road Crossing License Agreement attached hereto as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 14tn day of April, 2014. ATTEST: Natha Wilkison, City Secretary APPROVED: Mayor, Mike Crist CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 AGREEMENT No. 220775 PUBLIC ROAD CROSSING LICENSE AGREEMENT THIS AGREEMENT ("License"), by and between DALLAS AREA RAPID TRANSIT ("Licensor"), a regional transportation authority, created, organized and existing pursuant to Chapter 452, Texas Transportation Code, as amended and the CITY OF ANNA, a Texas municipal corporation ("Licensee"), acting by and through its duly authorized official, whose mailing address is P.O. Box 776, Anna, Collin County, Texas 75409-0776, WHEREAS, Licensor now owns certain railroad right-of-way within the city limits of the Licensee; and WHEREAS, Licensor has a Trackage Rights Agreement with Dallas, Garland &Northeastern Railroad (the "Railroad"), whereby the Railroad is responsible for certain maintenance of existing at - grade highway -rail crossings; and WHEREAS, there is an existing public road crossing known as County Road 422, Mile Post 306.10, that crosses Licensor's Sherman Line railroad right-of-way, identified as DOT No. 765318M; and WHEREAS, Licensee proposes widening and reconstruction of the public road crossing which will become known as Finley Drive, constructed with new concrete panels, pavement, active warning devices and sidewalks, in accordance with Licensor's and Railroad's standards; NOW, THEREFORE, Licensor grants this License to Licensee as follows: 1. Purpose. This License is for the purpose of constructing, reconstructing, installing, accessing, traversing, and maintaining (the "Permitted Uses") an at -grade, four -lane, median divided, 72-foot wide public road crossing ("Permitted Improvement"). The Permitted Improvement will be located within Licensor's railroad right of way, covering an area approximately 9,900 square feet. The Permitted Improvement will cross Licensor's right-of-way at Mile Post 306.10, in Anna, Collin County, Texas, on real property more particularly as shown in Exhibit "A", attached hereto and incorporated herein for all pertinent purposes (the "Property"). The term "public road crossing" shall include the concrete crossing material, pavement, grading, barricades, street lighting, drainage facilities, signs, pavement markings, active warning devices/signals, and approaches. The Property shall be used by Licensee, and the public, solely for the Permitted Uses and the Permitted Improvement, EXCEPT, HOWEVER, AND IT IS UNDERSTOOD BY BOTH LICENSOR AND LICENSEE THAT THE GRANTING OF THIS LICENSE SHALL NOT BE CONSTRUED IN ANY WAY TO CONSTITUTE A DEDICATION TO THE PUBLIC. 2. Consideration. The consideration for the granting of this License shall be: 2.01. The faithful performance by Licensee of all of the covenants and agreements contained in this License to be performed by Licensee, and 2.02. The payment of the sum of TWO THOUSAND FIVE HUNDRED SEVENTY FIVE AND NO/100 ($2,575.00) DOLLARS cash in hand paid by Licensee to Licensor as a one-time fee for the License, and Anna —Finley Drive Mile Post 306.10 1 of 7 2.03. The payment for the entire cost of constructing and maintaining the Permitted Improvement, including any drainage facilities caused to be required thereof, and 2.04. The reimbursement by Licensee to the Railroad for all labor and materials necessary for the construction of the Permitted Improvement within the limits of the ties and installation of the active warning devices, within thirty (30) days upon presentation of invoice by the Railroad, and 2.05. The future costs of reconstruction of the Permitted Improvement within the limits of the railroad ties. This area of the Permitted Improvement may become impossible to maintain by the Railroad due to deterioration or obsolescence of the crossing material. In the event maintenance is no longer possible and reconstruction is necessary, Licensor and Licensee shall agree on the type of reconstruction, and Licensor shall reconstruct the Permitted Improvement within the limits of the railroad ties, at the sole cost of the Licensee. 3. Term. This License shall begin on the 15` day of May, 2015, and shall be perpetual, subject to termination by either party as provided herein. 4. Non Exclusive License. This License is non-exclusive and is subject to (a) any existing utility, drainage or communication facility located in, on, under, or upon the Property owned by Licensor, any railroad, utility, or communication company, public or private; (b) to all vested rights presently owned by any railroad, utility or communication company, public or private, for the use of the Property for facilities presently located within the boundaries of the Property; and (c) to any existing lease, license or other interest in the Property granted by Licensor to any individual, corporation or other entity, public or private. 5. Design, Construction, Operation and Maintenance. Licensor's use of the Property and adjoining property may include the use of electrically powered equipment. Notwithstanding Licensors inclusion within its system of measures designed to reduce stray current which may cause corrosion, Licensee is hereby warned that such measures may not prevent electrical current being present in proximity to the Permitted Improvement and that such presence could produce corrosive effects to the Permitted Improvement. Licensee waives any claim and releases Licensor with regard to any claim arising from such corrosion. 5.01. All design, construction, reconstruction, replacement, removal, operation and maintenance of the Permitted Improvement on the Property shall be done in such a manner so as not to interfere in any may with the operations of Licensor or with any railroad operations. In particular, cathodic protection or Aber stray current corrosion control measures of the Permitted Improvement as required shall be made a part of the design and construction of the Permitted Improvement. 5.02. During the design phase and prior to commencing construction on the Property, a copy of the construction plans showing the exact location, type and depth of the construction, any cathodic protection measures and any working area, shall be submitted for written approval to Licensor and the Railroad when the construction is going to be within the area of Railroad operations. Such approval shall not be unreasonably withheld. No work shall commence until said plans have been approved by Licensor and Railroad. 5.03. Licensee agrees to design, construct, reconstruct and maintain the Permitted Improvement, except the active warning devices/signals, in such a manner so as not to create a hazard to the use of the Property, and further agrees to pay any damages sustained by Licensor which may arise by reason of Licensee's use of the Property. Anna —Finley Drive Mile Post 306.10 2of7 5.04. Licensee agrees to institute and maintain a reasonable testing program to determine whether or not any cathodic protection of its Permitted Improvement is necessary and if it is or should become necessary, such protection shall be immediately instituted by Licensee at its sole cost and expense. 5.05. Licensee agrees to be responsible for the cost of future reconstruction of the Permitted Improvement upon the expiration of the useful life of the crossing surface. 5.06. Licensee or its contractor shall remove all trees and other vegetation within the raihoad right of way for a distance of 300 feet in all four quadrants of the right of way. 5.07. Licensee shall be responsible for maintenance and liable for all damage sustained by Licensor, including without limitation, damage to Licensor caused by drainage created by Licensee's entry or use of the Property. 5.08. Licensee shall provide traffic control and all necessary safety measures during construction or maintenance operations to accommodate work by Railroad. 5.09. Licensor makes no warranty regarding subsurface installations on the Property. Licensee shall conduct its own inspection of same and will not rely on the absence or presence of markers. 6. Governmental Approvals. Licensee, at its sole cost and expense, shall be responsible for and shall obtain, any and all licenses, permits, or other approvals from any and all governmental agencies, federal, state or local, and required to carry on any activity permitted herein. 7. Licensor's Standard Contract and Insurance. No work on the Property shall be commenced by Licensee or any conriactor for Licensee until such Licensee or contractor shall have executed Licensor'3 Construction Agreement And Contractor's Right of Entry covering such work, and has furnished insurance coverage in such amounts and types as shall be satisfactory to Licensor. 8. Duty of Care in Construction. Licensee or its contractor shall use reasonable care during the construction period and thereafter, to avoid damaging any existing buildings or equipment on or about the Property and any adjacent property owned by or under the control of Licensor. If the Licensee or its contractor causes damage to the Property or such adjacent property, the Licensee and/or its contractor shall immediately make appropriate replacement or repair the damage at no cost or expense to Licensor. If Licensee or its contractor fails or refuses to make such replacement, Licensor shall have the right, but not the obligation, to make or effect any such repair or replacement at the sole cost and expense of Licensee, which cost and expense Licensee agrees to pay to Licensor upon demand. 9. Environmental Protection. 9.01. Licensee shall not use or permit the use of the Property for any purpose that may be in violation of any local, state or federal laws pertaining to health or the environment, including but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Water Act ("CWA") and the Clean Air Act ("CAA"). 9.02. Licensee warrants that the Permitted Use of the Property will not result in the disposal or other release of any hazardous substance or solid waste on or to the Property, and that it will take all steps Anna —Finley Drive Mile Post 306.10 3of7 necessary to ensure that no such hazardous substance or solid waste will ever be discharged onto the Property by Licensee or its Contractors. 9.03. The terms "hazardous substance" and "release" shall have the meanings speced in CERCLA and the terms "solid waste" and "disposal" (or "disposed") shall have the meanings specified in the RCRA; PROVIDED, HOWEVER, that in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment; and PROVIDED FURTHER, that to the extent that the laws of the State of Texas establish a meaning for "hazardous substance", "release", "solid waste", or "disposal", which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply. 9.04. Licensee shall indemnify and hold Licensor and Railroad harmless against all cost of environmental clean up to the Property resulting from Licensee's use of the Property under this License. 10. Mechanic's Liens Not Permitted. Licensee shall fully pay for all labor and materials used in, on, or about the Property and will not permit or suffer any mechanic's or materialmen's liens of any nature to be affixed against the Property by reason of any work done or materials furnished to the Property at Licensee's instance or request. 11. Maintenance of Completed Improvements. After the Permitted Improvement has been constructed, the active warning devices/signals and the Permitted Improvement within the limits of the railroad ties (subject to Paragraph 2.05 and 5.05) shall be maintained by the Railroad through a maintenance agreement between Licensee and the Railroad. Licensee shall maintain the portions of the Permitted Improvement that are not located within the limits of the railroad ties. In the event the Licensee fails to maintain the Permitted Improvement or Property as required, upon discovery, Licensor shall notify Licensee of such occurrence in writing. In the event Licensee shall not have remedied the failure within ten (10) days from the date of such notice, Licensor shall have the right, but not the obligation to remedy such failure at the sole cost and expense of Licensee. In the event Licensor exercises its right to remedy Licensee's failure, Licensee agrees to immediately pay to Licensor all costs incurred by Licensor upon demand. 12. Future Use by Licensor. 12.01. This License is made expressly subject and subordinate to the right of Licensor to use the Property for any purpose whatsoever. 12.02. In the event that Licensor shall, at any time subsequent to the date of this License, at its sole discretion, determine that the relocation of the Permitted Improvement shall be necessary or convenient for Licensor 's use of the Property, or that the crossing must be modified, including but not limited to the installation of grade crossing signals, Licensee shall, at its sole cost and expense make such modifications or relocate said Permitted Improvement so as not to interfere with Licensor's or Licensor's assigns use of the Property. In this regard, Licensor may, but is not obligated to, designate other property for the relocation of the Permitted Improvement. Licensor shall give Licensee a minimum of thirty (30) days written notice of any required relocation or modification. Licensee shall promptly commence to make the required changes thereafter and shall diligently complete the modification or relocation as required within a reasonable period. 13. Duration of License. This License shall terminate and be of no further force and effect (a) in the event Licensee shall discontinue or abandon the use of the Permitted Improvement; (b) in the event Licensee shall relocate the Permitted Improvement from the Property; (c) upon termination in accordance Anna —Finley Drive Mile Post 306.10 4of7 with paragraph 18 of this License, whichever event first occurs; PROVIDED, HOWEVER, that any indemnifications provided for herein shall survive such termination. 14. Compliance With Laws and Regulations. Licensee agrees to abide by and be governed by all laws, ordinances and regulations of any and all governmental entities having jurisdiction over the Licensee and by railroad regulations, policies and operating procedures established by the Railroad, or other applicable railroad regulating bodies, and Licensee agrees to indemnify, defend and hold Licensor harmless from any failure to so abide and all actions resulting therefrom. Licensee acknowledges the Federal Railroad Administration (FRA) requirements for whistles at at - grade public and private road crossings and requirements for Positive Train Control (PTC) for controlling and monitoring train movements to assure safety and efficiency when passenger service is implemented. 15. Indemnification. Licensee shall at all times protect, indemnify, defend and hold Licensor and the Railroad harmless against and from any and all loss, cost, damage or expense, including attorney's fees and including, without limitation, claims of negligence, arising out of this License (including by example and not limitation, Licensee's acts or failure to act hereunder), Licensee's use in any way of the Property, or arising from any accident or other occurrence on or about the Property, resulting in personal injury, death, or property damage, except to the extent fault is judicially determined against Licensor. 16. Termination of License. At such time as this License may be terminated or cancelled for any reason whatever, Licensee, upon request by Licensor, shall remove all improvements and appurtenances owned by it, situated in, under or attached to the Property and shall restore the Property to the condition existing at the date of execution of this License, at Licensee's sole expense. 17. Assignment. Licensee shall not assign or transfer its rights under this License in whole or in part, or permit any other person or entity to use the License hereby granted without the prior written consent of Licensor which Licensor is under no obligation to grant. 18. Methods of Termination. This License may be terminated in either of the following ways: 18.01. Written agreement of both parties; 18.02. By either party giving the other party one hundred eighty (180) days written notice. 19. Miscellaneous. 19.01. Notice. When notice is permitted or required by this License, it shall be in writing and shall be deemed delivered when delivered in person or when placed, postage prepaid, in the U.S. Mail, Certified, Return Receipt Requested, and addressed to the parties at the following addresses: LICENSOR: Dallas Area Rapid Transit P. O. Box 660163 Or 1401 Pacific Avenue Dallas, Texas 75266-7210 Dallas, Texas 75202-7210 Attn: Railroad Management LICENSEE: City of Anna P.O. Box 776 Or 111 North Powell Parkway Anna, Texas 75409-0776 Anna, Texas 75409 Attn: City Manager Anna —Finley Drive 5 of 7 Mile Post 306.10 Either party may from time to time designate another and different address for receipt of notice, by giving written notice of such change of address. 19.02. Governing Law. This License shall be construed under and in accordance with the laws of the State of Texas. 19.03. Entirety and Amendments. This License embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, relating to the Property and the matters addressed herein, and may be amended or supplemented only by a written instrument executed by the party against whom enforcement is sought. 19.04. Parties Bound. This License shall be binding upon and inure to the benefit of the executing parties and their respective heirs, personal representatives, successors and assigns. 19.05. Number and Gender. Words of any gender used in this License shall be held and construed to include any other gender; and words in the singular shall include the plural and vice versa, unless the text clearly requires otherwise. 19.06. Authorization. Licensee shall furnish to Licensor a certified copy of minutes or a City Resolution adopted by the governing body of Licensee, authorizing the execution of this License on behalf of the Licensee, or other proof sufficient to establish the authority to execute this License. 19.07. No Joint Enterprise. The parties do not intend that this License be construed as finding that the parties have formed a joint enterprise. The purposes for which each party has entered into this License are separate and distinct. It is not the intent of any of the parties that a joint enterprise relationship is being entered into and the parties hereto specifically disclaim such relationship. This License does not constitute a joint enterprise, as there are no common pecuniary interests, no common purpose and no equal right of control among the parties hereto. 19.08. Counterparts. The parties may execute this Agreement in multiple originals and when taken together, those originals constitute a whole. Anna —Finley Drive [Signatures on following page] 6of7 Mile Post 306.10 IN WITNESS WHEREOF, the parties have executed this License on the date last signed. LICENSOR: DALLAS AREA RAPID TRANSIT LICENSEE: BY: MAUREEN MCCOLE Vice President, Commuter Rail & Railroad Management Date: CITY OF ANNA BY: Date: PHILIP SANDERS City Manager Anna —Finley Drive Mile Post 306.10 7of7 � gg E0 05 ZUG C :v eo aiCLg e g zoC.9.§ o 4s;�o s 'rPC Z�* PC PC PC al 55 C`b g41 o Of PC VCP AD ACC � C%10 �b Y6 6 Y.l , 3'H191 g wC ? is CP eE. PC I e / PC ro C , €� At \ \ r �Y� 7 g S g S6S Z R �X a ? w PIP ?s13 Cb 8MV8g �-- w n O, o N w ea o a 4 m �oCJ F OnO O P, o COO w JOM Argo ZO � vl� o Cyyy7 q O w o �W U� all 20 IMP 10 BFM o=gwd � m fi CITY OF ANNA, TEXAS Item No. I0 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April Yes 14, 2015 City Manager AGENDA SUBJECT: Consider/Discuss/Action regarding a Resolution approving an Amended Subdivision Improvement Agreement with the Owners of an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798. (City Manager). SUMMARY: On February 11, 2014 the City Council approved a Subdivision Improvement Agreement with the owners of a 634 acre tract of land located east of State Highway 5 and primarily north of CR 422. The attached amendment defines the maximum reimbursable amount for a parcel of land that will become part of the right-of-way for CR 422 (Finley Drive). It also authorizes reimbursement for a portion of the DART license fee for the railroad crossing. STAFF RECOMMENDATION: Staff recommends approval of the attached Resolution and Agreement. CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A THIRD AGREEMENT AMENDING A SUBDIVISION IMPROVEMENT AGREEMENT BETWEEN THE CITY OF ANNA, TEXAS (THE "CITY") AND ANNA TOWN CENTER NO. 1/BRGT, LTD., ANNA TOWN CENTER NO, 2/BRTO, LTD., ANNA TOWN CENTER NO. 3/WARN, LTD., ANNA TOWN CENTER NO, 4/SHRP, LTD., ANNA TOWN CENTER NO. 5/HSLT, LTD., ANNA TOWN CENTER NO. 6/LNRD, LTD., ANNA TOWN CENTER NO. 7/LNRD, LLC, 40 PGE, LTD., O.P. LEONARD, JR. INVESTMENT COMPANY, LTD., AND NANCY ALICE LEONARD INVESTMENT COMPANY, LTD., (COLLECTIVELY, "OWNER") AND ANNA CROSSING AMC, LTD., ("PAYEE"). WHEREAS, on February 11, 2014 the City Council of the City of Anna, Texas (the "City Council") approved a Subdivision Improvement Agreement (SIA) with the Owners of an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798, and; WHEREAS, the City, Owner, and Payee now desire to amend the SIA to define the maximum reimbursable amount for one of the parcels of land that will become part of the right-of-way for CR 422, and for certain railroad crossing license fees; and WHEREAS, the City Council finds that approval of this Third Agreement Amending the SIA will benefit the City and is in the best interests of the citizens of Anna; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 3. Approval of 3rd Agreement Amending Subdivision Improvement Agreement. The City Council hereby approves the Third Agreement Amending the Subdivision Improvement Agreement attached hereto as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the amended Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 14tn day of April, 2015. ATTEST: APPROVED: Natha Wilkison, City Secretary Mayor, Mike Crist CITY OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT This Third Agreement Amending Subdivision Improvement Agreement (this "Third Amendment") is entered into between and among the City of Anna, Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd., Anna Town Center No. 2/BRTO, Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., Anna Town Center No. 7/LNRD, LLC, 40 PGE, Ltd., O.P. Leonard, Jr. Investment Company, Ltd., and Nancy Alice Leonard Investment Company, Ltd., (collectively, "Owner") and Anna Crossing AMC, Ltd., ("Payee") as follows: WHEREAS, Owner, Payee and the City are sometimes collectively referenced in this Third Amendment as the "Parties"; and WHEREAS, the Parties previously entered into a Subdivision Improvement Agreement ("SIA"), attached hereto as Exhibit 1, related to the Development of the Property; and WHEREAS, on September 11, 2014, the Parties entered into a First Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, on November 13, 2014, the Parties entered into a Second Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, the City, Owner, and Payee now desire to amend the SIA to address the reimbursable cost associated with the acquisition of certain rights -of -way and a Public Road Crossing License Fee; and WHEREAS, the capitalized terms used in this Third Amendment are as defined in the SIA unless expressly set forth to the contrary herein, and WHEREAS, it is the Parties' mutual intent that this Third Amendment shall govern only the subject matter speccally set forth herein and shall supersede any previous agreement between the Parties and City Regulations only to the extent that any such agreements or City Regulations directly conflict with the terms of this Third Amendment; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION 1 RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Third Amendment and said recitals constitute representations by Owner, Payee and the City. THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 1 SECTION 2 AMENDMENT TO SECTION 6 Section 6 paragraph (b)(2)(1) of the SIA is hereby amended by amending subparagraph "a." and adding subparagraph "b." as follows: a. Notwithstanding the foregoing or any other provision in this Agreement, the Reimbursable Costs for right-of-way on the Hayslett Tract, further described in and attached hereto as Exhibit 2, shall be $4,000; and the Reimbursable Costs for right-of-way on the Cunningham Tract, further described in and attached hereto as Exhibit 3, shall be $10,000; and the Reimbursable Costs for right-of-way on the Addison Wilson Tract, further described in and attached hereto as Exhibit 4 shall be $2,500. b. Notwithstanding the foregoing or any other provision in this APreement, the Reimbursable Costs for the Roadway Facilities shall include an additional $2,500 for a portion of the Public Road Crossing License Fee for Finley Drive. SECTION 4 CONFLICTS AND EFFECTIVE DATE To the extent of any conflict between this Third Amendment and the SIA, this Third Amendment shall govern. The Effective Date of this Third Amendment is the date that the last of the Parties' signatures to this Third Amendment is fully and properly affixed to this Third Amendment and acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until the City Council has duly adopted this Third Amendment and Owner and Payee have duly executed same. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 2 Owner: Anna Town Center No. 1/BRUT, a Texas Limited Partnership By: Anna Town Center No. 1/BRUT GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 1/BRGT GP Corporation, in its capacity as general partner for Anna Town Center No. 1/BRGT, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 3 Owner: Anna Town Center No. 2/BRTO, Ltd., a Texas Limited Partnership By: Anna Town Center No. 2/BRTO GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 2/BRTO GP Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 4 Owner: Anna Town Center No. 3/WARN, Ltd., a Texas Limited Partnership By: Anna Town Center No. 3/WARN GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President ►It<<�i�1��►1%�.3�i�l:l�:i�i73i STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 3/WARN GP Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 5 Owner: Anna Town Center No. 4/SHRP, Ltd., a Texas Limited Partnership By: Anna Town Center No. 4/SHRP GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 1/SHRP GP Corporation, in its capacity as general partner for Anna Town Center No. 1/SHRP, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 6 Owner: Anna Town Center No. 5/HSLT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 5/HSLT GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 5/HSLT GP Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 7 Owner: Anna Town Center No. 6/LNRD, Ltd., a Texas Limited Partnership By: Anna Town Center No. 6/LNRD GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 6/LNRD GP Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 8 Owner: Anna Town Center No. 7/LNRD, LLC, a Texas limited liability company, By: Skorburg ATC No. 7/LNRD, Ltd., a Texas Limited Partnership By: Skorburg ATC No. 7/LNRD GP Corporation, a Texas corporation, its General Partner By: Richard M. Skorburg, its President flll�i��krl1�►Y►y�i1/:1��xi1; STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Skorburg ATC No. 7/LNRD GP Corporation, in its capacity as general partner for Skorburg ATC No. 7/LNRD, Ltd., in its capacity as managing member of Anna Town Center No. 7/LNRD, LLC. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 9 Owner: 40 PGE, Ltd., a Texas Limited Partnership By: 40 PGE GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of 40 PGE GP Corporation, in its capacity as general partner for 40 PGE, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 10 Owner: O.P. Leonard, Jr. Investment Company, Ltd., a Texas Limited Partnership By: Pecan TEX, LLC, a Texas Limited Liability Company, its General Partner By: O.P. "Paul" Leonard, Jr., its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared O.P Leonard, Jr., known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Pecan TEX, LLC, in its capacity as general partner for O.P. "Paul" Leonard, Jr. Investment Company, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 11 Owner: Nancy Alice Leonard Investment Company, Ltd. a Texas Limited Partnership By: Pecan TEX, LLC, a Texas Limited Liability Company, its General Partner By: O.P. "Paul" Leonard, Jr., President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared O.P. "Paul" Leonard, Jr., known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Manager and President of Pecan TEX, LLC, in its capacity as general partner for Nancy Alice Leonard Investment Company, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page (12 Payee: ANNA CROSSING AMC, LTD. By: ANNA CROSSING AMC GP CORPORATION By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Crossing AMC GP Corporation, in its capacity as general partner for Anna Crossing AMC, Ltd. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 13 CITY OF ANNA By: Philip Sanders, City Manager STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2015, personally appeared Philip Sanders, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 14 ATTACHMENTS Exhibit L — Subdivision Improvement Agreement (SIA) Exhibit 4—Addison Wilson Tract THIRD AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page � 15 Right -of -Way Dedication 5,349 Square Feet or 0.123 Acre Grandison Stark Survey, Abstract Mo. 798 Collin County, Texas November25, 2013 `fate High Wray No. 5 Exhibit B (1co' tighht—ot—way) N h M� J� ATTTR� PP rock raod� a 1 x� Sale: 1 "=100' Anna Town Canter No. 4�SHRP, Ltd. CoL/ed 129.92 Acres (Tract lJ Vol. 5531, Pg. 2800, MR r i ruck road �.`Y a Properfy Line per Houston & Texas Centro/ Rai/vray Company (Called 200' Rigbt—of—way) Vo% V, Pq. 603, CCLR LINE BEARING DISTANCE L1 589'00'" 39E 84.61' L2 519'48'29"W 62.66' L3 NB9'35'S5'1V 59.91' L4 S55'0617"W 40.BV L5 N19'48'29"E 88.5W s: 1) Survey was performed with the benefit of a title mitment. 2) Subject property affected by any or oIl easements of rd. 3) Source bnaring is based on GPS Narfh as observed an July 2013, 4) CM is a controlling monument. 5) Glas capped iron rods at all property comers. 6) DART = Dallas Area Rapid Transit. tight —of —Ploy for State Highway No. 5 established using Texas irtment of Transportation RigWof—Woy mop dated October 19M. �la.-W.Latra ,OVzrrTrpy,��l� 2114 FM 1563 Wolfe City, texas 75496 Office: (903) 496-2084 tvww. g/as/ano'sarveying, com u V s: 1) Survey was performed with the benefit of a title mitment. 2) Subject property affected by any or oIl easements of rd. 3) Source bnaring is based on GPS Narfh as observed an July 2013, 4) CM is a controlling monument. 5) Glas capped iron rods at all property comers. 6) DART = Dallas Area Rapid Transit. tight —of —Ploy for State Highway No. 5 established using Texas irtment of Transportation RigWof—Woy mop dated October 19M. �la.-W.Latra ,OVzrrTrpy,��l� 2114 FM 1563 Wolfe City, texas 75496 Office: (903) 496-2084 tvww. g/as/ano'sarveying, com u V Right -of -Way Dedication 5, 349 Square Feet or 0.123 Acre Crandison Stark Survey, Abstract No. 798 Collin County, Texas /Vovember25, 2013 Exhi6f/i SITUATED in khe State of Texas and County of Collin, being pars of the Grandison Stark Survey. Abstract No. 798 and being part of Tract 2, conveyed to Add G. Wilson as recorded in Volume 408, Page 90 of the Collin County Land Records with sold premises being more particularly described as follows: BEGINNING at a Glas capped iron rod set in the east right—of—way line of State Highway No. 5 (100 Right —of —Way) marking the northwest comer of said premises, the southwest comer of a called 14.761 acre tract (Tract 4) as recorded under County Clerk File No. 96-0110243 of the Collin County Land Records, being in the north line of County Road 422, and being in the west line of said Tract 2; THENCE THENCE with the north line of County Road 422, the north line of said premises, and the south line of said 14.761 acre tract, South 89'OD'39" Easf, 84.61 feet to a Glas capped iron rod set in the west line of the Dallas Area Rapid Transit Railroad (called 100' right—of—way per Tract 2) marking the northeast corner of said premises, the southeast corner of said 14.761 acre tract, and being in the east line of said Tract 2; with the west line of said PART line, the east line of said Tract 2, and the east Tine of said premises. South 19'48'29" West, 62.66 feet to o Glas copped iron rod set marking the southeast corner of said premises and being in the south right—of—way line of a proposed road (80' Right —of- Woy); THENCE riith the south lino of said premises and the south line of said rood, North 89'35'55" Plsst, 59.9t feet to a Glas copped iron rod set and South 55'D6'17" VJest, 4D.81 feet to a Glas capped iron rod set in the east right—of—woy line of State Highway No. 5 marking the southwest corner of said premises, and being in the west line of said Tract 2; THENCE with the east right—of—woy line of State Highway No. 5, the west line of said Tract 2, and tine west line of sold premises, North 19648'29" East, 8B.58 feet to the point of beginning and containing 5,349 square feet or 0.123 acre of land. NOTE: Tract 2, conveyed to Add G. Wilson as recorded in Volume 408, Page 90 of the Collin Gounty Land Records calls for the DART line io be a 100' right—of—way; however, the deed to Houston & Texas Central Railway Company as recorded in Volume V, Page 603 of the Collin County Land Records calls for the right—of—way to be 2002 4 2114 FM 1563 Molfe Oy, Texas 75496 Office: (903) 496-2084 rvwivgloslondsurveying. cam CITY OF ANNA, TEXAS Item No. 11 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April 14, 2015 City Manager AGENDA SUBJECT: Closed Session (Exceptions): Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: SUMMARY: a. consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071). b. discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072); acquisition of right -of --way; easements; and land for municipal facilities; c. discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); proposed residential and retail developments; d. discuss or deliberate personnel matters: City Secretary Updates City Attorney annual review. (Tex. Gov't Code §551.074). The council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. STAFF RECOMMENDATION: CITY OF ANNA, TEXAS Item No. 12 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April 14, 2015 City Manager AGENDA SUBJECT: Consider/Discuss/Action on any items listed on posted agenda for April 14, 2015 Workshop Session or any closed session occurring during this Regular Meeting, as necessary. SUMMARY: STAFF RECOMMENDATION: CITY OF ANNA, TEXAS AGENDA SUBJECT: Adjourn SUMMARY: STAFF RECOMMENDATION: Staff recommends a motion to adjourn. Item No. I3 City Secretary's use only City Council Agenda Staff Report Date: Staff Contact: Exhibits: April 14, 2015 City Manager